AEMH  Season 3 FanFic
by cwesthawk
Summary: In the wake of the defeat of Galactus, the Avengers gain two reserve members and must contend with the looming threat of Surtur the Fire Demon.
1. She-Hulk Awakens, Part 1

_I originally was writing this story to introduce She-Hulk into the AEMH timeline, since I plan on running a Marvel Heroic Roleplaying campaign set in the AEMH timeline and one of my players wanted to play She-Hulk. But as the story progressed, I realized I would be better served simply writing it for the pure enjoyment of writing it. She-Hulk and Spider-Man seemed to take on a life of their own and I'm enjoying writing about that._

_Now, the legalese. Even though the story in and of itself is copyright by me, Dale W. Robbins, the characters, the setting, and much of the setup storylines are copyright Marvel Entertainment, who is owned by Disney. This is a fanfic that I hope has been properly rendered under Fair Use copyright laws._

* * *

**Avengers: The Earth's Mightiest Heroes  
****Season 3, Episode 1  
****"She-Hulk Awakens, Part 1"**

Jennifer Walters stepped carefully into the warehouse, dressed sharply in a lady's skirt suit and carrying a satchel. It was dark. Of course it was dark; he didn't want to be seen. But Walters already knew who she was meeting.

"I have your money, Trask," Walters declared, absently brushing aside some of her plain brown hair out of her eyes. "Come on out and get it."

"That's an awfully presumptuous guess, little girl," an unfamiliar voice said as a big, burly, bald man stepped out of the shadows. Compared to Walter's immaculate appearance, this man's jeans and sleeveless shirt made him look absolutely grungy. He stepped up to Walters and held out his hand.

"Trask gets it or no one does," Walters scowled at the man. "I'm not just handing it to some dimwitted flunky I don't know... even if he can use fancy words like 'presumptuous.'"

The big man scowled and started to raise his hand to backhand the insolent lawyer.

"Now, now, Danny," came a far more familiar voice from behind the thug. "Is that any way to treat as honored a guest as Jennifer Walters."

"Honored? Really?" Jennifer growled as her hated nemesis, Nicholas Trask, stepped out of the shadows. "You killed my mother. You've tried to kill my father three times now. All because they were good honest police officers. Where's the honor in that?"

Trask laughed as he stepped up to stand beside Danny.. "Young lady, you have nothing to base those allegations on beyond pure speculation. Now, did you indeed bring the gift you freely offered to me?"

"It's not freely offered nor is it even a gift," Jennifer fumed. "I just want my dad safe. Take the money you demanded and get out of our lives." The last part was practically screamed as she thrust the satchel into Trask.

"Now, now, young lady," Trask soothed, as much to bring his hired muscle to heel before he pummeled the lawyer as to quiet the girl's temper. "You're 23 years old, one of the best lawyers in New York City, and still as naive as ever. Before we part ways, I should make sure the entirety of the gift is here. I would hate to see any misfortune befall you or yours because you were compulsively dishonest, now."

Trask opened the satchel on a nearby table and counted it visually. "This is short a thousand dollars," he declared suddenly, turning to Danny and Walters. "Where is that thousand dollars? Are you trying to get yourself killed by crossing me, Walters?"

Walters held up a bundle of dollar bills in her hand, smirking. "No. But I did want to see your reaction when you thought I was cheating you."

"As did I," came a fourth voice. As Trask spun around, another figure floated down behind Trask. Dressed in red and blue and hanging upside-down on a spider's web-like rope, he had a mini-camcorder held to his masked eye.

"I wonder how much Jameson will pay for footage of New York's most notorious crime boss extorting protection money from New York's most beautiful lawyer. I bet I could actually get the latest Kung Fu Fighters video game this week."

Trask roared furiously and lunged at Spider-Man, only succeeding in throwing himself awkwardly across the table in front of him. Spider-Man had already righted himself and somersaulted through the air to land nimbly in a crouch on top of Danny's head.

"Man, gymnastics just isn't your forte, is it, Trask?" Spider-Man ventured. "Have you thought of taking up yoga? I heard it can really loosen up the muscles."

Spider-Man flipped up into the air as Danny reached violently above his head in a vain attempt to grab the teenage superhero. As Spider-Man hit halfway through a somersault, he aimed his web-shooters and fired, covering Danny's eyes with a sticky substance with the tensile strength of steel.

Completing the flip, Spider-Man landed in a crouch in front of Trask, who had managed to stumble back off of the table and turn around.

"So, do you want to give up all nice and quiet-like?" Spider-Man asked of the crime boss. "Or do I get to hang you upside down and laugh at you like I do the Green Goblin. And the Goblin is actually prettier, by the way. I thought you should know."

Trask grabbed the satchel behind him and ran.

"Okay," Spider-Man mused. "Upside-down it is. You know that's bad for your circulation, right?"

Trask didn't answer. He ran. He ran as hard as he could towards the limo waiting outside the back entrance for him. And he pulled out his pistol. Spider-Man may be fast and agile, but could he really dodge a bullet?

Trask almost reached the back door when Spider-Man landed on the wall above the door.

"Leaving the party so soon?" Spider-Man asked, audibly disappointed. "But we'd already taken a poll and decided you were going to be the clown."

Trask aimed his gun fired. Six times. If Spider-Man survived that, he... What the...!

Spider-Man wasn't even there anymore! That freak _could_ dodge bullets!

A tap on his shoulders nearly made Trask jump straight out of his skin.

"You forgot, Trask," Spider-Man pointed out as he webbed the crime boss down in a cocoon of webbing, leaving his head free. "I have spider-sense. I could tell you were going to fire the gun before your brain had told your finger to pull the trigger. How does that one red-headed cartoon girl say it? So not the drama?"

As Spider-Man dusted off his hands, Walters stepped up behind him. "What about the vidcam, Spider-Man?"

"What?" Spider-Man asked, looking at Walters in confusion. Then his brain caught up with the question. "Oh, yeah, right here. Here you go, ma'am, just like we agreed."

With that, Spider-Man handed his mini-camcorder to Walters.

"I'll buy you a new one, of course," Walters offered. "But I'll need this one for state's evidence."

"This was a setup!" Trask screamed. "That's illegal! That's unconstitutional! That's inhumane! I have some of the best lawyers in the country, Walters. I'll get out. Just you wait and see."

"I _am _one of the best lawyers in the country," Walters replied smugly. "We'll see."

She then turned to Spider-Man. "As for you, young man..."

Spider-Man's face must have been priceless underneath his mask. "Um, uh, yeah, wh-what?"

Walters smiled softly and turned slightly away. "Thank you for calling me beautiful back there. That made my night."

"Um, yeah," Spider-Man responded absently before regaining his composure. "I was just wanting to emphasize how much of a liar Trask was by telling the truth to the camera."

"You're sweet," Walters gushed.

* * *

"I'm actually really impressed," Stark said, several hours later. He was sitting at his desk in the Avenger's Mansion, looking over the incident report on his holographic computer screen. "He played along well with Ms. Walters, didn't go gung-ho, quickly and painlessly wrapped up the situation in less than five minutes. And even got enough video evidence to give police probable cause to investigate a great deal of Trask's illegal ventures."

With a flick of his wrist, Tony Stark, aka Iron Man, dismissed the holographic screen and turned to the man on his right. Steve Rogers, aka Captain America, was quietly watching the sun set on the New York skyline. But Stark knew Rogers was listening.

"You were right about Spider-Man, Cap," Stark continued. "I'm glad we brought him into the fold. I just want him to finish college before we pull him out of reserve status."

"He's a good, solid, American citizen with more moral fiber than many of us can claim," Rogers agreed, still looking out over the sunset. "He gets a bad rap for being behind a mask, but he a true hero. And you're right. He does need to finish college and forge a career. But I'll tell you, Tony, I'm looking forward to the missions I'll serve beside him."

"You realize I'm not letting you off the hook about this leadership thing, right, Steve?" Stark smirked, propping himself on his desk.

"It's a weight I accept proudly because of who the Avengers are and what we've been able to accomplish," Rogers nodded, turning to Stark. "But just because I lead the Avengers doesn't mean I'm above the Avengers. I serve beside them, not over them."

"Spoken like the true patriotic American icon you are," Stark laughed. "And trust me, Spider-Man won't go under-utilized. I..."

Suddenly, both Stark's and Roger's ID cards started beeping. Stark quickly had his in his hand and identified the caller. "Spider-Man? We were just talking about you. You did a great job with..."

"No time," Spider-Man interrupted. "Get here! Now!"

"Here?" Stark replied, raising a brow. "Where's here?"

"I dunno, track my card or something!" Spider-Man replied. "Just get here. And bring that ambulance driving girlfriend of Thor's or something. Someone shot Jennifer!"

"WHAT?" both Stark and Rogers yelled.

* * *

"Jennifer and I exchanged phone numbers," Spider-Man was explaining to Iron Man in the living room of Walters' brownstone. "So, yeah, she knows my secret identity. Big whoop. She's a lawyer. But as I was slinging home, she called me, screaming for me to get back here, where I dropped her off. I got back and this is how I found her."

"You were right to bring me along," Jane Foster, the ambulance driver of whom Spider-Man had referred, said as she examined the unconscious body on the floor. "She's lost blood. A lot of blood. I've stopped the bleeding, but we need to get her to a hospital. I just hope it's not already too late."

That caused Iron Man, Spider-Man, and the three other heroes present, Captain America, Wasp, and the Hulk, to pause. "What do you mean, not already too late?" Iron Man dared to ask.

"She got three bullet wounds," Foster explained. "Two of them entered her through the rib cage. It looks like they missed her vitals, though a surgeon's going to have to confirm that. But in the time it took us to get here, she lost a lot of blood. If she doesn't get a blood transfusion... and soon... she'll probably die."

"That won't happen," the Hulk huffed, scowling more deeply than usual. "Not on my watch."

"It's okay, soldier," Captain America said, placing a gentle hand on the green behemoth's arm. "We can get her to a hospital faster than anyone else in the city and she can get the transfusion there. She's going to live."

"The hospital won't get the right blood in time," the Hulk growled.

At that point, even Jane Foster had turned around to look at the green monster.

"Banner says that Jennifer has a special blood type," the Hulk continued. "Really rare. A local hospital probably won't even have it in stock."

"We can't just give up, Hulk!" Wasp admonished, flitting about anxiously. "There's gotta be someone we know who has Jennifer's blood type."

"There is," the Hulk replied gravely.

"Who?" Iron Man asked, almost afraid of the answer at that point.

With that, the Hulk closed his eyes, took a deep breath, and calmed himself down, allowing himself to shrink and transform into a more human-like visage. Once the transformation was complete, he opened his eyes again and looked at the others... as Bruce Banner.

"It's me," Banner replied. "I'm her cousin. And I have her blood type."

"This isn't going to end well," Iron Man breathed, careful not to let the statement slip outside of his helmet.

* * *

The room seemed shaky and blurry as Walters opened up her eyes. As her vision cleared, she saw that she was looking at a sterile-white ceiling. The ominous beeps of electronic equipment and the heavy trace of chemical smell made it all too clear she was in a hospital room. Then she noticed, from the corner of her eye, a young man sitting next to her bed.

"Peter?" Walters breathed softly. "Peter Parker?"

"I shouldn't have been the first person you noticed," Parker smiled, pointing to the other end of the room.

As Walters looked in that direction, she smiled brightly, if weakly, at what she saw.

"Bruce!" she whispered. She had wanted to scream it out in joy, but she felt so weak.

"You're a lucky woman, Jennifer," Banner smiled, walking over to the bed, sitting in a chair on the opposite side of the bed from Parker, and placing the clipboard he was holding on the bed. "The Hulk doesn't usually let me stay out this long. But he knows how much you mean to me."

"I love you, Bruce," Walters said, nearly sobbing it, as she reached a hand up. "I thought I was dead."

"You almost were," Banner said softly, taking Walters' hand in his own. "Spider-Man called us in quickly and we were able to get you back to the Avenger's Mansion. I was able to operate on you, with Black Panther's help. Stark Industries state of the art medical equipment, incorporating Wakandan advances. It was a joy to work with, though I wish it'd been under better circumstances."

"Yeah, Bruce really pulled triple-time saving you," Parker added. "I'm glad you're okay."

"Thank you," Walters smiled softly, looking from Banner to Parker. "Both of you."

"Hey, Peter," Banner said, looking up at the teenager. "You mind giving my cousin and I a few moments alone. I need to discuss something sensitive with her."

Parker nodded and stood up. "I'll talk to you later then, Jennifer?"

"I still have your number, Peter," Walters chuckled, wincing as the laughter shot mild doses of pain through her system. "You're not getting out of talking to me later even if you wanted to."

Parker smiled brightly and then turned to leave the room.

"You realize he's only 17, right?" Bruce admonished, smirking.

"What?" Walters gasped, wide-eyed. Then she calmed down. "Oh, well. He's gainfully employed as a web designer at one of the most prestigious newspapers in the city and fairly good looking. I think I can stand waiting six months. Is that the 'sensitive matter' you wanted to talk to me about?"

"Um, no, that was just an afterthought," Banner admitted, scratching his head. "No, I wanted to talk to you about the full extent of your medical treatment."

"Yeah, I took some nasty bullet hits," Walters said, tracing some fingers down her torso with her free hand. "Did you have to cut me open to get them out?"

Banner shook his head. "No. Thankfully, they all passed straight through. Tony found the bullets shortly after we found you. Let's just say that that old wall mirror that Aunt Elaine gave you needs to be replaced now."

"Oh, no... Mom..." Tears were welling up in Walters' eyes.

"I... I heard what Trask did to Aunt Elaine, Jenn," Banner said, squeezing Walters' hand reassuringly. "I'm going to keep you alive and you're going to take down that scum."

"It was Trask's men," Walters breathed, looking back up at Banner. "They were the ones that shot me."

"What?" Banner gasped. "Are you sure?"

"I'd opened up my window just before they shot me from their car," Walters replied. "I recognized them as men who served as Trask's bodyguards."

"Really?" Bruce blurted angrily. "He's putting hits out on you so soon after being put in jail? That tears it. You're staying here at the Avengers Mansion until the heat blows over."

"Is Stark going to be okay with that?" Walters asked quizzically. "It's his place, after all."

"I live here, too," Banner clarified. "And Tony will probably insist on it harder than I will, if that's even possible."

"Thank you so mu..."

Suddenly, Banner's ID card started beeping. As he pulled it out of his pocket, Captain America's voice rang out through the room.

"Avengers Assemble. The U-Foes are attacking the Liberty Science Center and the Fantastic Four are unavailable. We need to get down there, fast!"

"Did you need me to Hulk out, Steve?" Banner asked over his card.

"Nay, Friend Banner," came Thor's voice. "While the Hulk's strength and heroism are truly legendary, your own astonishing skills of medicine and science are most needed at your cousin's side right now. The U-Foes are but four in number. Verily, we shall thrash them soundly and return to the mansion swiftly."

"Yeah, what the big guy said," Iron Man's voice added. "Thor, Cap, Panther, Hawkeye, Ms. Marvel, you're with me. Spider-Man, Vision, Wasp, Yellowjacket, stay with the mansion in case any more calls come in."

"Woot! Monitor duty!" came Spider-Man's voice. "I'll get to finish my trig homework after all."

Walters couldn't help but smile at that one.

"Told you he was 17," Banner smirked.

* * *

Nicholas Trask sat in his cell, looking fine in his orange jumpsuit and twiddling his thumbs. With his first phone call, he'd given the coded message authorizing the hit on Jennifer Walters. He was now just waiting for a call from his lawyer giving him the coded message that the hit was a success and that the camcorder was recovered.

"I'm afraid your plan was a failure," a disembodied woman's voice purred.

Trask jumped to his feet and looked around. He glanced at the guard passing by, who just looked at Trask weirdly before moving on.

"No one can hear me but you, dear," the voice continued. "I'm afraid your boys didn't finish the job. They hit their mark, but Spider-Man got there before they could finish the job. The Avengers were able to save her. She lays in a medical room at their mansion as we speak."

"No!" Trask snapped, exasperated. "Wait! Who... who are you? How do you know all that? And why are you telling me all this?"

"Let's just say I have my own business with the Avengers," the voice replied. "And you, dear Nicholas, are the key to exacting my master's wishes."

"What about Walters," Trask stuttered, looking around him nervously. "She... she can put me away for life. Or worse."

"That, dear Nicholas, is already being taken care of," the voice soothed. "The most powerful members of the Avengers are already being distracted. The rest will fall easily soon enough. And Jennifer Walters will fall along with them."

"What... what do you need from me, then?" Trask asked, scared.

With that, a fiery nimbus exploded into being in front of Trask. It slowly convulsed until it took the shape of a woman. Within it, the beautiful visage of Amora the Enchantress formed.

"Why, your undying loyalty and service to my master, of course," the Enchantress said, grinning wickedly.

* * *

"So, you had to give me a blood transfusion?" Walters asked guardedly.

"I was the only one available who had your blood type, Jenn," Banner replied, hanging the clipboard on its hook in front of Walters' bed. "It was either that or I lose you."

"Bruce," Walters smiled softly, soothingly, at her cousin. "I love you. More than you will ever know. You are not a failure and neither is the Hulk. Whatever happens going forward, I know I'll have you and the Avengers to help me through it."

Banner nodded. "That you will certainly have, no doubt about it. And thank you, Jenn. Thank you for understanding."

"Thank you for saving my life, Bruce," Walters added. "I..."

Banner's ID card sounded off again.

"What's going on?" Banner asked into his card.

"Bruce, lock Jennifer and yourself in that medical room and _do not come out_!" the voice of Hank Pym, aka Yellowjacket, rang out. "The Lethal Legion is attacking the mansion. We need you two safe. Spider-Man, Vision, Jan, and I can handle the Legion."

"You sure you don't need the Hulk?" Banner asked carefully. He didn't like the idea of turning back into the Hulk while Jenn needed his help, but he also knew how angry the Hulk would be if he didn't ask.

"Actually, it's best if you stay with Jennifer," Yellowjacket replied. "We think they're after her. So if they do make it past us, they'll still have to get past the Hulk to touch her."

Banner knew _that _idea would make the Hulk happy.

"Okay, I'll stay with her then."

"The Lethal Legion?" Jennifer asked as Banner stowed away his ID card.

"A group of mercenary assassins led by the Grim Reaper," Banner answered. "Whoever sent them meant business. And I don't see Trask having the sort of clout to pull in guns likes the Grim Reaper."

Banner looked over and saw the scared look in Walters' eyes and cursed himself.

"Don't worry," Banner said softly, forcing a wry smile. "The Avengers have beaten them into a retreat several times already. Even with half of us gone, we'll still be able to handle them."

Walters nodded softly, taking a relieved breath.

That relieved look turned into terror as Walters felt a hand close around her throat.

Banner's blood ran cold as he saw the black silhouette-like figure phasing out of the wall behind Walters. "Deathurge!"

"This one's hour is not yet at hand," the villain hissed, picking Walter's up by the throat. "But her presence has been requested."

"NOOOOOOOO!"

As Banner lunged forward, he gave in willingly to the anger, frustration, and fear coursing through his veins. His muscles expanded exponentially and shifted into an ichor green coloration. Banner knew he stood no chance against the mysterious Death's Agent style villain... the Hulk, on the other hand...

Deathurge's solid black, featureless face showed no emotion as the Hulk erupted ferociously in front of him. Instead, he calmly wrapped his arms around Walters and phased through the wall behind him.

A puny wall wouldn't stop the Hulk. Neither would the next one. Or the one after that. The Hulk intended to smash through every single wall until he got to Deathurge and got Walters back. Then that puny Deathurge would pay.

Deathurge simply and calmly fled backwards, phasing through wall after wall until he got outside. The Hulk erupted through that final wall right after Deathurge. But he was greeted by not only one, but two villains.

"Say g'night, Gracie," the villain Bullseye smirked as he began tossing darts at the Hulk like a precision acupuncturist plying his trade.

"Puny villain!" the Hulk roared, stomping forward towards Bullseye. "You think darts are going to stop me! Hulk is... Hulk is... strongest... of..."

The Hulk stumbled as he spoke, his vision becoming blurry. Just as the green behemoth reached Bullseye, his eyes rolled into the back of his head and the Hulk passed out on the ground. He quickly shrank back down into Banner.

"Scarlet jungleroot," Bullseye bragged. "A special herb found only in Wakanda. I used enough to take care of everyone in Harlem, which should be enough to help the Hulk take a nap long enough for us to get out of here."

"Then let us leave," Deathurge replied. "We do not know how long Grim Reaper, Black Talon, Goliath, Man-Ape, and Nekra can hold off four of the best Avengers."

"Right," Bullseye agreed, turning and following Deathurge into the Quinjet-like aircraft behind them.

As the aircraft lifted off, the Vision emerged through the wall of the mansion. The android watched impassively as the aircraft sped off at mach speed. Then he brought his ID card out.

"Iron Man? Captain America? This is Vision. The Avengers Mansion has just been attacked by the Lethal Legion. We were able to subdue the Legion, but it turned out to be yet another distraction. Unknown parties have just kidnapped Jennifer Walters and fled."

The Vision then lowered his card and watched as the distant aircraft quickly disappeared beyond the range of even his computerized sight.

* * *

Jennifer Walters slowly woke up. Unlike last time, she didn't feel lethargic or weak. Strangely enough, she felt better than she'd felt in years. She chanced a glance out of one eye and found herself in a dark, computer-laden room. And she was being held vertically in power shackles on a circular frame. She glanced down and noticed she wasn't in her hospital gown anymore. She was wearing a violet and white leotard under a pair of jeans and a jean jacket.

"Like the apparel, Ms. Walters?" a man's voice asked. "Unstable molecules fashioned to look like everyday clothes. Very functional."

"What?" Walters started, looking around. "Who? Who are you? What do you want?"

"Name's Shocker," the man replied, stepping out of the shadows to reveal a yellow-costumed masked man. "And I suggest not getting too excited, Ms. Walters. We're not in need of your... unique talents quite yet."

"So, you're the mastermind who got the U-Foes and the Lethal Legion to distract the Avengers while Deathurge and Bullseye kidnapped me?" Walters asked incredulously. She knew of Shocker. She followed the news like most others. He'd tangled with Spider-Man a few times... and usually lost.

Shocker laughed merrily. "I would love to claim that. But, alas, I am just the techno-genius of the group. You love your accomodations? My design."

"The... the group?" Walters asked, her heart sinking.

"Indeed," a feminine voice replied from the shadows. She stepped into view, with Deathurge to one side of her and Bullseye to the other.

"The Enchantress!" Walters gasped.

"You know of me?" the Enchantress asked in exagerated surprise. "I am so flattered."

Two more villains stepped into view as the Enchantress spoke. Walters recognized them as Moonstone and Melter.

"Ms. Walters," the Enchantress continued, motioning to the assembled villains. "These are my new Masters of Evil."

The Enchantress then turned to Walters and grinned wickedly.

"And you just joined them."

* * *

Tony Stark, aka Iron Man, tapped a pen on the Avengers meeting table nervously. He concentrated on the holographic screen in front of him as Steve Rogers, aka Captain America, spoke.

"We let our guard down on this, people," Rogers said, with no hint of malice in his voice. "But we're not going to let it happen again. We assumed that Trask was a simple crime boss. Clearly, his network of contacts reaches farther and is more powerful than we gave him credit for."

"Fortunately," the Vision added, "when the villain's air transport flew away, I was able to trace and analyze the vapor trail of their exhaust. I uploaded the data to JARVIS and Iron Man is using satellite imagery from the last 24 hours to trace the location of the transport's destination as we speak."

"Yeah, kinda focused at the moment," Stark mumbled as he reached up with one hand and flipped from on holographic image to the next with numbing speed.

"I can't believe we let ourselves get sucker-punched like that," Clint Barton, aka Hawkeye, snarled. "Seriously. I never would have thought that Trask was so important that at least eleven villains would coordinate to take care of the lawyer handling the case against him."

"I believe we have been played for fools on more than one level," Black Panther ventured. He had been silent through most of the meeting, so his deep yet gentle African voice caught everyone in the room off guard.

"How so?" Rogers asked. He had come to trust the counsel of the wise Wakandan sovereign known as T'challa by his people.

"If it were simply an exercise of eliminating the legal threat against Trask," Black Panther continued, "would they have not simply sent one or two assassins in to kill Ms. Walters and ensure her death? Instead, they amassed a significant dual-pronged distraction, sacrificing the freedom of two rather competent villain teams to extract Ms. Walters from the Avengers Mansion."

"That doesn't make any sense," Carol Danvers, aka Ms. Marvel, replied. "What sort of value would Jennifer hold that would make the imprisonment of nine supervillains worth the while?"

"My belief," T'challa answered, "is that the person coordinating these attacks knew of... or worse yet... had specifically planned on the eventuality of Banner giving Ms. Walters that blood transfusion."

"How is Banner doing, T'challa?" Rogers asked. "He didn't look good at all when we got back."

"Scarlet jungleroot is no playtoy, of that one can be certain," Black Panther agreed. "Fortunately, it is found only in Wakanda and I was able to identify the symptoms. Adminstering the antidote was a fairly simple if critical ordeal. I have Spider-Man observing Banner now, but he appears to making a remarkably good recovery, thanks to his gamma-enhanced metabolism."

"Wait," Janet van Dyne, aka Wasp, interjected. "I mean, it's great that Banner is alive. I sure don't want him to die. But back to Jennifer. You think someone kidnapped her because... because you think they want her to Hulk out?"

"Indeed," Black Panther replied. "A gamma enhanced individual with power along the lines of the Hulk or the Abomination would easily be more valuable to a criminal mastermind than all nine of the captured villains combined. And if behavioral blocks could be put into place before her first transformation..."

"Oh, no!" Wasp gasped.

"Trask can't possibly have the resources to frame nine supervillains so two other supervillains can kidnap a potential city-leveling powerhouse, can he?" Danvers asked incredulously.

"Of that I cannot be sure," Black Panther admitted.

"So, basically, we have to move fast," Hawkeye said, clearly exasperated, "or we'll find ourselves fighting yet another Hulk who is definitely the puppet of some criminal crackpot. As if the Red Hulk wasn't enough."

"That's the plan, then," Captain America affirmed, leaning on the meating table and looking at the other Avengers. "We need to find where they took Walters and get her back. Tony?"

"Just finished, despite all of your babbling," Stark replied, expanding the holographic screen he was looking at so that everyone else in the room could see it. "There is an abandoned Air Force base in the southern Appalachian Mountains. It looks like Jennifer was taken there."

"Then we move out now, people," Rogers concurred. "Let's get down to the Quinjet."

"I'm coming, too," came a voice from the doorway.

Everyone turned to see Bruce Banner standing at the doorway, leaning slightly on Spider-Man as they stepped into the room.

"I'm sorry," Spider-Man spoke quickly. "I tried to keep him in his bed. But he really really wanted to talk to you guys."

"Bruce," Stark replied sympathetically. "I don't think that's a good idea. That root-whatever-it-is hit you pretty hard. You should be recovering."

"I know, Tony," Banner said, looking at the other man straight in the eyes. "But this is my cousin. She's the only family I have left, besides her father. I have a responsibility to protect her."

Rogers folded his arms and looked at Iron Man. "I can't argue with that logic."

Stark sighed. "Neither can I. Let's get down to the Quinjet. We've got a new unstable molecule outfit ready for you down there, anyway."

As the rest of the Avengers walked past, Thor took over helping Banner along. As Captain America walked to the door, Spider-Man stepped in beside him.

"Hey, Cap?" Spider-Man asked as they walked along. "Can... can I tag along? I mean, I know I'm just a reserve member and all. But... but I kinda feel responsible for all of this. I helped Jennifer tick off Trask and then wasn't there for her either when she got shot or when she got kidnapped. I need to make that all up to her... somehow."

Rogers stopped and turned to look at Spider-Man softly, placing a reassuring hand on the teenage hero's shoulder. "Son, you're taking too much of the blame. You can't be everywhere at once nor can you think of every eventuality. Even the Leader, one of the Hulk's enemies who claims to be even smarter than Mr. Fantastic or Doctor Doom, didn't anticipate how the Hulk was able to defeat him. Spider-Man, everything you've done so far for the team has been above and beyond. No one blames you for what's happened to Ms. Walters. So don't blame yourself. Okay?"

"Oh," Spider-Man nodded, disappointed. "Okay. I'll try not to. Well, you guys be safe. And get a few licks in for me, okay?"

Captain America smirked. "Who said you were staying behind, soldier? I'm just telling you to not blame yourself."

"Oh," Spider-Man nodded again. Then his brain caught up with what Roger just said. "OH!"

* * *

"I don't know how well the Hulk is going to like this, but it feels kinda good having a full set of clothes that I know I'm not going to rip to shreds when the Hulk comes out," Banner smiled, sitting in his seat and playing with the sleeve of his new outfit.

"Unstable molecule clothes don't come cheap, but they're real useful," Stark agreed. "Carol, what's our ETA?"

"We're ten minutes away," Ms. Marvel, who was piloting the Quinjet, replied. "So I suggest everyone get ready for action."

"I'm ready when everyone else is," Spider-Man said, crouched on the ceiling of the Quinjet.

"Shouldn't you be strapped in, Spidey?" Wasp asked, concerned.

"Proportional strength of a spider and wallcrawling grip?" Hawkeye laughed. "He'll be okay. Don't worry, Jan."

"Besides," Spider-Man added. "If I do somehow lose my grip, I'll just deploy my Asgardian airbag right there."

"Indeed," Thor laughed. He was standing behind Ms. Marvel and her co-pilot, Black Panther. "My Asgardian girth and strength would be enough to safeguard all of you, my allies, I..."

"Incoming!" Ms. Marvel yelled.

Out of nowhere, a giant electrical blast struck the Quinjet, blowing it apart in a fiery explosion. As the dust of the explosion cleared, Iron Man was in the forefront of the team, a arc reactor force field surrounding the Avengers. Captain American had his arms around Iron Man's shoulders. Ms. Marvel held Bruce Banner while the Vision had a hold of Black Panther. Wasp was carrying a shrank Yellowjacket. Thor floated in the center of it all, holding Hawkeye while Spider-Man sat crouched on Thor's shoulders.

"What was that?" Wasp asked.

"JARVIS," Iron Man snapped, looking around. "Lock onto the energy signature of that blast and give me an origin point."

The Avengers quickly scattered as another electrical blast attempted to take them out. Iron Man's sensors then zeroed in on the source of the blast.

"Sir," JARVIS's voice stated. "There appears to be a battery of ion cannons on the ground below from here to the Air Force base. The design of the cannons bear a similarity to the past weapon designs of one Herman Schultz."

"Shocker?" Spider-Man cried, riding along on the shoulders of Thor. "Great. Just great. Apparently, I'm bringing my rogue's gallery with me along with my skills and powers."

"You're an Avenger now, Spider-Man," Captain America reminded him. "Anyone who targets you targets all of us. And we respond in kind."

"Which means I might actually get my lifelong wish of dancing a few rounds with Doctor Octopus," Hawkeye quipped.

"You're more than welcome," Spider-Man joked. "Just make sure you lead the dance to the left. Doc Ock tends to favor his right tentacles."

"Focus, people," Iron Man snapped, dodging another electrical blast. "We need to neutralize those cannons."

"Drop me," Banner told Ms. Marvel.

"What?" Danvers shouted. "At this height?"

"Just aim me for the first cannon," Banner responded sternly.

"Why would I... OH!" Ms. Marvel said as she finally realized what Banner was doing. At that, she spun Banner around, got some momentum, and flung the frail scientist at the first ion cannon.

"I just hope the scarlet jungleroot has worn off," Black Panther breathed.

Banner crashed into the first ion cannon and was rewarded with a huge explosion. The rest of the Avengers watched with bated breath as the explosion hit its crescendo.

"Oh, no. Bruce," Ms. Marvel breathed. "What have I done?"

As if to answer Danver's question, a horrendous roar rang out across the mountaintop. The Hulk leapt out of the settling dust of the explosion and crashed into the second ion cannon with even greater devastation.

"Hulk's cutting us a path," Captain America said. "Thor, can you do a sweep and make sure there're no cannons topside."

"I'll take your load," Ms. Marvel said, flying up to the Asgardian.

"Take Hawkeye," Spider-Man said, leaping off of Thor's shoulders as the Thunder Prince handed Hawkey to Ms. Marvel. "I'm going to websling on after Hulk."

"Be careful, son," Captain America responded. "I know you can dodge the cannon blasts. But we don't know what Hulk is going to find at the other end yet."

"Right," Spider-Man agreed. "Follow Hulk, dodge some blasts along the way, and try to sell vacuum cleaners to the flunkies Hulk doesn't thrash. On it."

With that, Spider-Man swung down and across after the Hulk while Thor flew off to start attacking higher-placed cannons.

"Let's move, people," Captain America yelled. "A young woman needs saving. And if Panther's right, the world along with it."

* * *

"Apparently, that Walters woman is serious business," Melter said, watching from inside the Air Force bas as the Avengers closed in. "The Avengers came out here in full force."

"We just have to give the Enchantress the time she needs to do what she needs to do on the inside," Shocker explained, lowering the binoculars from his eyes.

"How?" Moonstone asked angrily. She pointed out into the cannon field. "I mean, seriously, how? There's only five of us and there's eleven of them! Two of them are the Hulk and Thor. On top of that, most of us are inventors, skulkers, and snipers. Deathurge and I are the only ones who can hold their own in a stand-up one-on-one fight. How are we supposed to buy the Enchantress time?"

Shocker simply looked at Moonstone. The venom in his masked glare was palpable.

"Please," came the bemused response from Bullseye. "Just give me a vantage point and sixty seconds. I'll have the entire team down."

"Besides," Shocker growled, "we're not doing it alone."

Shocker then crossed the room and opened the large double doors there. As he stepped aside, a legion of fire demons began pouring out of the room beyond.

Melter, Bullseye, Moonstone, and Deathurge watched in fascination as the swarm of fire demons flew past them and into the courtyard beyond.

"Oh," Moonstone breathed. "I stand corrected."

* * *

Deeper within the base, Amora the Enchantress strode up to a large reinforced steel door. Jennifer Walters stepped up beside the villain.

"This is it," the Enchantress explained. "Beyond these doors, my dear, is the object that my master desires. And you're going to open the doors for me."

"What?" Walters asked, looking at the Enchantress quizzically. "Seriously? How am I supposed to do that? You think I have superpowers?"

"Oh, I know you do, my dear," the Enchantress replied, holding up a device not dissimilar from a television remote. "I made sure that your darling cousin gave them to you."

"What?" Walters gasped.

Before Walters could say anything more, the Enchantress aimed the device at Walters and pressed a button. Walters screamed in abject pain, falling to her knees while holding the back of her head.

"That's it, my dear," the Enchantress laughed. "Feel the pain. Let it scare you, anger you. Give in to the rush of adrenaline. Let it consume you."

As Walters tried to fight off the pain, the frustration and fear began to overwhelm her. She started to panic further as her skin began to turn green and her muscles began to develop and become more visibly toned. She grew almost a foot taller before she felt the transformation complete.

As Walters stood up, the unstable molecule outfit having resized itself to fit her new taller, more muscular physique, the Enchantress looked her over appraisingly.

"My, my, my," the Enchantress smiled. "Aren't you absolutely gorgeous, my beautiful She-Hulk."

"Okay, so I'm a Hulk now, too," Walters growled. "But I'm still possessed of Jennifer Walters' mind. So what makes you think I'm going to do what you want me to do, instead of punching your face across the country."

"Oh, Shocker's little invention has that little problem covered, as well," the Enchantress purred. She aimed the remote at Walters again and pressing another button.

Walters had started to step forward, fists raised, to attack the Enchantress. Suddenly, she stopped and righted herself into a neutral standing position. Her eyes glazed over as an emotionless expression settled over her face.

"You see," the Enchantress laughed. "I have my ways of getting even women to do my bidding. Now, would you be a darling, my She-Hulk, and take down that door over there?"

"Yes, mistress," Walters replied absently.

Walters turned and dug her fingers into the door. She pulled mightily at the door. Slowly, ever so slowly, the door began to budge, creak, and bulge. Finally, with one great heave from Walters, the door gave completely. Walters tossed it casually to one side as the Enchantress stepped towards the now open doorway.

"Yes, it is here," the Enchantress beamed excitedly. "Just like my master said."

* * *

The Hulk stalked angrily up to the door of the Air Force base. He held an ion cannon in his hands. With a mighty roar, he ripped the cannon in half and then threw the pieces to either side of him.

Spider-Man swung in and landed next to the Hulk.

"Bad cannon! Bad!" Spider-Man admonished the now completely demolished pieces of the cannon. "You should know better than to fire your blasts at the big, angry Hulk."

"Jennifer is in there," the Hulk growled, looking at the door.

"Right," Spider-Man agreed. "We'll get in there, bust up some baddies, rescue Jennifer, and she'll be safe. I... I owe her that much."

"Banner doesn't want you dating her," the Hulk rumbled, still looking at the door.

Spider-Man paused, looking incredulously at the Hulk. "What? Why would Bruce even...?"

"You're too young," the Hulk said, continuing to look at the door.

"Wait a minute. Too young? What business do you have even...?"

The Hulk turned to look at Spider-Man, scowling.

"Right!" Spider-Man corrected himself. "Gotcha. Play nice with Big, Green, and Angry. Save Jennifer now. Talk with Bruce later."

"First, we get inside," the Hulk added.

"Easy enough," Spider-Man said, looking at the metal wall surrounding the base. "I can wallcrawl over the wall. You can jump over it. Let's..."

Before Spider-Man could say anything further, the Hulk screamed a gargantuan, primal roar, coupled up his fists, and slammed them into the doors. The large metal doors fell forward onto the ground, kicking up a huge cloud of dust.

"Or... we could just walk in through the front door like this," Spider-Man concurred.

The Hulk looked at Spider-Man again. "Banner _really_ doesn't want you dating Jennifer."

"Riiiiiiiiight," Spider-Man said. "Message received. Loud and clear."

As the dust settled, the view into the base courtyard began to clear. Spider-Man's heart sank as he saw the forms of dozens of fire demons standing there looking at the heroes.

"Aw, man," Spider-Man moaned. "And me without my hot dogs and marshmallows."

The Hulk roared and charged into the fray.

* * *

Thor flew down and met with the other Avengers. They had followed the Hulk's rampage and were a few minutes out from the base.

"I have destroyed the last of the outlying cannons, Iron Man," Thor reported. "Our path to battle has been cleared."

"Good," Iron Man replied, retracting his faceguard as he stared across the field into the base. "Because I think the Hulk just picked a fight with an army of little fire men from Mars."

"What?" Thor exclaimed, spinning around to look across at the base as well. "No. Those are fire demons. Minions of Surtur, the Fire Demon."

"I take it this fire demon guy is bad news, from the way you're reacting," Hawkeye said, looking at Thor.

"Aye," Thor replied breathlessly. "Far worse news than imaginable. Surtur the Fire Demon is Evil and Destruction personified. He wants nothing less than Ragnarok itself."

"Ragnarok?" Iron Man asked, turning to look at Thor. "Isn't that the Asgardian version of...?"

"The end of the world, aye," Thor finsihed, still in shock. "And if these fire demons see fit to stand vigilant against us here, then Amora is here as well!"

With that, Thor spun Mjolnir and hurtled himself into the sky towards the base.

"Well, there goes Thor," Iron Man sighed. "Anyone else want to go off half-cocked?"

"Don't worry, Tony," Captain America said. "Spider-Man is with Hulk. Both Hulk and Thor can handle their own. The rest of us need a plan, though."

"How about lie down and die?" came a voice above them.

The remaining Avengers primed their weapons and looked up. Above them, on a small flying platform, was five villains. Flying around them were a contingent of fire demons.

"Shocker, Melter, Bullseye, Moonstone, and Deathurge," said Iron Man, identifying each villain in turn. "I don't suppose you don't mind spilling the details of your master plan before you defeat us?"

Shocker laughed. "No, Stark. How about we don't tell you and you don't find out. Fire demons! Masters of Evil! Attack!"

"Wait, you're the Masters of Evil?" Captain America exclaimed. "Then where is Baron Zemo!"

Shocker only laughed as he and the other Masters of Evil leapt from the flying platform, followed by the fire demons.

_**[[TO BE CONTINUED]]**_


	2. She-Hulk Awakens, Part 2

_The DisneyXD cartoon series, The Avengers: Earth's Mightiest Heroes, is ripe for a third season, given several loose ends that the second season didn't have a chance to tie up. However, there won't be a third season. So, I thought I'd take a crack at fanfic writing and start off a hypothetical third season._

_I originally was writing this story to introduce She-Hulk into the AEMH timeline, since I plan on running a Marvel Heroic Roleplaying campaign set in the AEMH timeline and one of my players wanted to play She-Hulk. But as the story progressed, I realized I would be better served simply writing it for the pure enjoyment of writing it. She-Hulk and Spider-Man seemed to take on a life of their own and I'm enjoying writing about that._

_Now, the legalese. Even though the story in and of itself is copyright by me, Dale W. Robbins, the characters, the setting, and much of the setup storylines are copyright Marvel Entertainment, who is owned by Disney. This is a fanfic that I hope has been properly rendered under Fair Use copyright laws._

* * *

**Avengers: The Earth's Mightiest Heroes  
****Season 3, Episode 2  
****"She-Hulk Awakens, Part 2"**

Amora the Enchantress stepped into the room that Jennifer Walters, now the She-Hulk, had "opened" just moments before. She-Hulk, still mesmerized by the device that the Shocker had created for the Enchantress, stepped dutifully into the room behind the Asgardian sorceress.

Before them lay a shimmering force field. But it was what lay beyond the force field that interested the Enchantress. It was an ornate, bejeweled torch handle within which a simple piece of wood rested. It lay atop a pedestal, practically calling out to anyone beholding it to come and steal it.

"It lays exactly where my master had said it would," the Enchantress smiled. "This is where I need your help, my sensational She-Hulk. Only a being with the strength that you potentially possess can breach this force field. Would you do the honors?"

She-Hulk cried out with a primal roar as she lunged herself at the force field. Fist pound after fist pound was met only with mystical sizzles and sparks. The Enchantress could see that it only made She-Hulk angrier... which was exactly what she wanted.

The Enchantress smiled inwardly, pleased with herself.

"AMORA!" came an all-too-familiar voice from behind the Enchantress.

"Thor," the Enchantress purred delightedly as she turned to face the hero. "Are you by yourself? Good. I've been craving from quality alone time with my beloved."

"You will release Jennifer Walters and surrender yourself, Amora," Thor demanded, stepping into the room as he spun Mjolnir in his hand, "or face the wrath of Thor Odins..."

Thor stopped dead in his tracks as he noticed the artifact behind the force field.

"Nay," he breathed, the word barely audible. "Nay, it cannot be! That is...!"

"Yes, Thor," the Enchantress laughed merrily. "That is the Infernal Sconce. Once I have this and have acquired the Oil of Corruption and the Key of Devastation, I can reignite..."

"Nay!" Thor bellowed. "Have at thee, Amora!"

With that, Thor lunged at the Enchantress and engaged her in battle.

* * *

Wasp flitted about the battlefield, firing her bio-stingers at fire demons who dared to get too close to her. The demons weren't too terribly tough... it only took about five or six blasts to drop one. But they had the advantage of numbers.

"There's too many of them," Wasp called out to the others. "We need to regroup."

"Yeah, good luck with that, missy," the villain called Melter replied.

Wasp barely dodged a blast from Melter's gloves.

"Aw, what's the matter, little insect?" Melter cackled. "Don't you want to be melted? I promise it won't hurt... much..."

"Naw," Wasp quipped as she fired a couple of bio-stingers into Melter's face. "I'm thinking that my molecular cohesion is just fine the way it is, thank you very much."

"Wasp, I am pleasantly surprised," Black Panther said as Wasp flew by him. "I was unaware that you had such a firm understanding of the principles behind Melter's powers."

Wasp fired off a few more bio-stingers, dropping a fire demon. "I actually don't. I just hear Hank and Tony using the words 'molecular cohesion' a lot when they talk about Melter, so I thought it seemed like the right thing to say."

"I see," Black Panther replied bemusedly before leaping over another of Melter's beams to attack the villain.

* * *

"Come on, hero," Shocker hissed as he fired bolt after bolt from his wrist weapons. "Hold still so that I can drop you."

Hawkeye dodged several of those bolts before diving behind a small boulder. He knocked an arrow and grinned to himself. "You know what, Shocker, I've been thinking."

"What's that?" Shocker asked, firing bolts at the boulder to chip it away and get at the heroic archer.

"Spidey says your name was Herman Schultz," Hawkeye continued. "Aren't you actually Montana and don't you lead the Enforcers?"

Hawkeye smirked, very pleased with himself, as he heard Shocker fly into a blind rage.

"THAT INGRATE? THAT IMBECILE? THAT... THAT THIEF?" Shocker screamed, recklessly firing bolt after bolt at the boulder. "I designed _everything _the Enforcers used! I designed this suit so that I could go out into the field with the Enforcers! Instead, that buffoon stole my suit and used it himself! Do you realize what I had to do to get it back?!"

Hawkeye finished counting the rhythm of Shocker's attacks and stood up to take aim. "I'm assuming we're not going to be discussing that in a family-friendly forum, are we?"

Before he could let fly with the arrow, Hawkeye felt a prick on the back of his neck. Almost immediately, he collapsed unconscious on the ground.

Shocker paused and blinked for a moment. "Well, apparently, no, we're not."

* * *

"Are you sure it was a wise idea to disengage from that battle, Tony?" Captain America asked. Iron Man was carrying him as the two of them flew to the upper levels of the Air Force base out of which the fire demons were pouring.

"JARVIS picked up a huge energy burst a few moments ago," Iron Man explained as they touched down on what looked to be a helicopter pad.

"The bursts have been growing stronger and stronger for the past several minutes," Iron Man cotinued. "And I don't think it's a coincidence that all of Thor's storm-brewing magic went ballistic at almost the same time."

Captain America followed Iron Man to a door, the electronic lock of which Iron Man was quickly able to pick.

"I have a feeling that those energy readings are at the center of this caper," Iron Man added. "Besides, Black Panther is almost as good a battle leader as you are. They're in good hands."

With that, the two senior heroes stepped into the doorway and headed down the stairs.

* * *

"Moonstone," Ms. Marvel growled at the villain as the two of them flew up into the sky to face each other.

"Ms. Marvel," Moonstone growled back.

"You know, Karla," Ms. Marvel said, more softly. "S.W.O.R.D. still needs you. No one is a greater authority on xenopsychology than you. You can turn yourself in, work through a probationary sentence, and get back onto the field doing the right thing. Like it was before..."

"Before the Kree attack on the Damocles that lodged that sample moon rock in my chest, when you guys were supposed to be protecting me and the Earth?" Moonstone spat back. "Let me think about that, Major Danvers. How about... KISS OFF!"

Ms. Marvel dodged several blasts from Moonstone before closing in on the villain. But, before she could reach Moonstone, Ms. Marvel felt a prick in the back of her neck. Almost instantly, she fell unconscious and tumbled to the ground.

"Good night, Carol," Moonstone smiled. "Sleep tight."

* * *

"Avengers," Black Panther shouted. "We are being led through the battle by distraction. Bullseye is sniping us, taking us down one by one. Watch your backs."

"How incredibly observant of you, hero," Melter laughed, firing two more bolts from his hands.

Black Panther dodged the blast and turned back to watch the rocks behind him melt into puddles of incoherent goo. T'challa shuddered to think of what it would have been like had that been him.

But Black Panther was nothing if not efficient in battle. Calling upon the reflexes and speed granted to him by the Panther God through the rites of the Black Panther, T'challa ducked into a roll as several more of Melter's blasts passed over him. He then uncurled himself to smoothly land a vicious uppercut under Melter's chin.

He then quickly dodged and sprinted as a dozen fire demons descended upon him.

* * *

"I do not wish to harm you, Amora!" Thor pleaded.

He and the Enchantress were locked into a struggle of strength of which Thor was clearly winning. Both hero and villain had a hold of Mjolnir. The Enchantress was underneath the legendary hammer, bent awkwardly backwards as she struggled to keep it from descending upon her. Thor stood above the Enchantress, pressing down on Mjolnir.

"But the strength with which Surtur the Fire Demon holds sway over you leaves me no other choice," Thor continued, the pain in his voice clear. "Amora, you are vain and petty. You pursue your heart's desire with the conviction of a true Asgardian, if not the morals, no matter what that desire may be. And you have allied yourself with some rather unsavory characters to see your ends met. But you have never sought to bring about Ragnarok. You have never sought to see the destruction of the Nine Realms. And you would never willingly ally yourself with the likes of Surtur."

"I believe in you, Amora. I believe you have the strength to fight Surtur."

This gave the Enchantress pause. Her costume, a fiery red up until this point, faded slightly into a greenish hue. Her fiery red eyes followed suit, giving way to a brilliant emerald green.

"Thor?" the Enchantress breathed, almost a whisper, as if scared to be heard. "Thor, my love, you have to end me. Please, I beg of you. If you do not..."

Before Thor could respond with either word or deed, the Enchantress' eyes flared back up into a bright reddish hue, literally exploding into two orbs of flame.

"I WILL TAKE HER BODY BACK OVER," a deep, unearthly voice pronounced from the Enchantress' lips. She heaved up on Mjolnir, sending the Prince of Thunder hurtling back several yards into the wall on the far side of the room.

"Surtur!" Thor spat as he stood back up. "Nay, foul demon. Villain though she may be, Amora is far too good for the likes of you. You shall release her from her bondage, beast, or you shall met your end at the hand of Mjolnir."

Surtur's sickeningly deep and thoaty laughter resonated from the Enchantress as she floated up into the air.

"What shall you do, Odinson?" Surtur laughed. "Beat the Enchantress into submission and hope that I will feel it as well? You are nowhere near me. And even if you were, your father with all of his power could only succeed in imprisoning me, not in destroying me. What hope do you have against the likes of me?"

"Show your true self to me now, demon, and receive my answer!" Thor angrily declared, holding Mjolnir up towards the Enchantress.

As Surtur's laughter greeted the angry Asgardian, She-Hulk continued to pummel dutifully away at the mystic force field protecting the Infernal Sconce. As each blow failed to break through, as each spark sent shots of unbearable pain through She-Hulk's arms, She-Hulk grew angrier and angrier. As she grew angrier, she grew stronger and stronger.

And the slight shimmers of cracks began to form on the force field.

* * *

The Hulk roared angrily and clapped his hands together. The thunderous wave of sound that shot out in front of him slammed into several dozen fire demons, hurtling them backwards as they dissipated into nothingness.

"Man," Spider-Man huffed, landing in a crouch behind the Hulk. "My webbing has the tensile strength of industrial steel and it melts on contact with these clowns. I haven't felt this useless since I broke up with Liz Allen."

"Go on," the Hulk growled as he looked back at the teen hero. "I can handle these puny wimps. Find Jennifer and rescue her."

"Right," Spider-Man replied, firing a web up to an upper story ledge. "On it!"

As he swung away, several dozen fire demons began to slowly close in on the Hulk.

The Hulk glanced about at the assembled fire demons, then broke into a wide, toothy grin.

"Is this all you got?" the Hulk asked sarcastically as the fire demons pounced in on the green behemoth.

* * *

"Panther, behind you!" Wasp yelled, pointing behind the African sovereign. As she did, she felt a prick in the small in her back and she flittered unconscious unto the ground.

Black Panther got the warning, though. He spun around, vibranium blades in hand, and sliced through three fire demons before they could get the drop on him.

* * *

"You do understand that attempting to strike me is an exercise in futility," the Vision explained as Deathurge swung his scythe through the androids incorporeal form repeatedly. "I can adjust my density so that anything with which you choose to strike at me will pass through me with ease."

"Unless, of course," Deathurge responded impassively, "I too choose to become incorporeal, thus making my attacks capable of affecting your form."

The realization of Deathurge's words came just in time. The Vision returned his density to normal as Deathurge became incorporeal, causing Deathurge's now ghost-like scythe to pass harmless through the Vision's solid body.

However, a tiny clicking sound rang from somewhere on the Vision's body. Suddenly, a torrent of electricity exploded through the Vision's body, causing the android to short out.

Deathurge glared emotionlessly at the Vision's fallen body before moving on.

* * *

"Well, well, well," Shocker laughed as the rest of the Masters of Evil surrounded Black Panther. "Look at what we have here, ladies and gentlemen. A lone hero."

Black Panther stayed in a battle crouch as Moonstone, Melter (a little worse for the wear), Deathurge, and Shocker took up positions around the hero. Bullseye slid down a nearby slope and took up a fifth position around Black Panther.

"It looks like we won, Panther," Shocker laughed. "Hulk is a bit preoccupied. Iron Man, Captain America, and Thor all ran off on you. And the rest of the Avengers are knocked out cold on the ground around you. Please say you're going to keep fighting, though. I'd love to see what we could do to you with our powers."

The other Masters of Evil laughed wickedly as Black Panther considered each one of them.

"Indeed," Black Panther conceded. "Your ability to distract us while Bullseye plied his trade was well played. But, did it not occur to you that we heroes might have also been playing a game of distraction?"

"So what?" Shocker laughed. "Yeah, Thor, Captain America, and Iron Man probably found the Enchantress. But it'll be too late. She'll have got what she needed and they can't stop her."

"It is not of them of which I speak," Black Panther said, narrowing his eyes at Shocker as a shadow descended upon the group.

"What?" Shocker gasped as all five Masters of Evil looked up. Too late, they realized that a foot... a GIANT foot... was descending upon them.

Black Panther managed to flip out of the way as Yellowjacket, clearly having grown himself to an absolute maximum height, crushed the Masters of Evil in a vicious stomp.

As Yellowjacket lifted his foot and shrank down to normal human size, Black Panther observed the Masters of Evil, who were all laying on the ground, unmoving except for some painful groans.

"Apparently, Shocker needs to learn how to count and remember that one of the Avengers can pop out of the Microverse and grow to the size of a small building," Yellowjacket chuckled. He then turned to Black Panther. "Let's check on the others and make sure they're okay."

Black Panther nodded. "Indeed."

* * *

As Captain America stepped through the doorway, he blinked and quickly dodged to the side. Iron Man, who was right behind Captain America, was not so lucky. Thor went barreling into Iron Man, sending them both back through the doorway.

"Amora the Enchantress belongs to _me _now," Surtur's voice bellowed from the Enchantress' mouth. "And, soon, the Infernal Sconce shall be mine as well. There is nothing you mortal fools can do to stop me."

"The Infernal Sconce?" Iron Man asked as Thor helped him up to his feet.

"Aye," Thor replied. "An artifact of critical importance and deadly omen that my father Odin hid on Midgard in ages past. It would seem that your military found it decades ago, still encased in the protective force field within which my father had placed it, and built this fortification to protect its secret from others and to study it themselves."

Suddenly, She-Hulk struck at the force field yet again, this time being rewarded with an audible cracking sound. A series of glowing hairline cracks snaked its way across the force field in a haphazard web-like pattern.

"Is...," Iron Man asked incredulously, staring at the tall, green Amazon woman assailing the force field. "Is that Jennifer?"

"Indeed," Thor concurred. "And she is somehow under Amora's control. If we do not stop her, she will break down my father's protective field and grant access to the Infernal Sconce."

"I assume it that's bad," Captain America guessed.

"Aye," Thor replied. "It is one of three artifacts Amora will need to..."

"ENOUGH TALK!" Surtur's voice roared from the Enchantress. "Die, mortals! Grant me the pleasure of hearing your last breaths and dying screams."  
Captain America jumped in front of Thor and Iron Man, holding up his shield to deflect the pyrrhic blast that Surtur/Enchantress threw at the heroes.

"Iron Man," Captain America yelled. "Take care of Jennifer. Thor and I will handle whatever creature is possessing the Enchantress."

"Verily," Thor seethed with a guttural conviction that sent a shiver down even Iron Man's spine.

"Wait," Iron Man said, thinking of something. "Don't the Enchantress' mind control powers only work on men?"

"More correctly," Thor replied, glancing at the techno-hero, "they are limited to affecting only those who find within themselves a fascination in women."

"Um, right, noted," Iron Man mumbled. "Anyway, wouldn't that mean that she would have had to find some other way to control Jennifer?"

Captain America and Thor had already engaged Surtur/Enchantress. As Thor flew up for an overhead assault, Captain America had tumbled for an underfoot assault. Both men met at Surtur/Enchantress at the same time. Both men were hurtled unceremoniously back into wall near Iron Man.

"JARVIS," Iron Man said, "I need you to run a scan on Jennifer, try to find anything out of the ordinary."

"Beyond the unhealthy levels of gamma radiation coursing through her blood, sir?" JARVIS asked for clarification.

"Just do it, JARVIS!" Iron Man snapped.

"There appears to be a neuro-electric device planted on the back of Ms. Walters' neck," JARVIS explained, directing Iron Man's targeting sensors to the offending item. "But it is approximately the size of a nickel and well hidden underneath Ms. Walters abundance of hair."

"I can handle that," came a voice from behind Iron Man.

"Spider-Man?" Iron Man asked, turning to notice the teen hero as he landed in a crouch besides Iron Man.

"My spider-senses and agility will help me avoid her blows and I can get to the device quickly," Spider-Man explained. "It's the least I can do."

"Then do it!" Iron Man said. "Now! Before she punches through that force field!"

She-Hulk punched at the force field two more times, causing the cracks in the force field to expand out further. She hauled her fist back to take another swing when she felt something land on her shoulders.

"Greetings and salutations," Spider-Man quipped. "Just your friendly neighborhood salon specialist, here to ensure your scalp is in healthy condition."

She-Hulk roared a bestial roar and spun to try to swipe at the teen hero. Spider-Man leapt nimbly up and avoided her blows, landing on her shoulders again.

"You know I can do this all day, every day, no problem," Spider-Man exclaimed. "But this isn't about me. This is about you. So let's get down to the delicing, shall we?"

She-Hulk threw her arms back up again in a vain attempt to grab Spider-Man. Instead of flipping up this time, Spider-Man flipped back and down. On the way down, Spider-Man plunged his hand into She-Hulk's thick mane of hair.

"Don't pull hair, don't pull hair, don't pull hair," Spider-Man chanted quickly to himself. "Found it!"

Spider-Man pulled the device off of She-Hulk's neck just in time to finish his descent to the floor.

She-Hulk stumbled forward and shook her head. She glanced up and saw Iron Man in front of her, then glanced back at Spider-Man.

"Iron Man? Spider-Man?" She-Hulk asked, looking between the two heroes.

"Hiya, Jenn," Spider-Man said, waving. "I like the new setup, by the way. It's so... you."

"What?" She-Hulk said, befuddled for a moment. She glanced down to remind herself of what Spider-Man spoke, then smiled back at the teen hero. "Thank you. You're always so sweet."

"Um, guys?" Iron Man interrupted, pointing to the greater battle.

Surtur/Enchantress swatted Captain America away like a gnat as she brought another hand up to catch Mjolnir during a drop attack from Thor. She spun around quickly and sent both hammer and Asgardian across the room to slam into the force field... causing the cracks to extend just a little bit further.

"Come at me, then, heroes!" Surtur/Enchantress bellowed. "I do not need She-Hulk anymore. I will simply continue to throw you into the force field and achieve my ends. You cannot defeat me! I'm will destroy you all!"

"Is that so," She-Hulk said, cracking her knuckles and grinning vindictively. "Care to test that theory?"

"That's right, Enchantress!" Spider-Man added. "A thrashing of a lifetime at the hands of... um..."

"She-Hulk," She-Hulk grinned, staring Surtur/Enchantress down.

"Yeah!" Spider-Man continued. "A thrashing of a lifetime at the hands of She-Hulk for only $19.95! I'll even throw in a set of web attacks absolutely free!"

"Let us do battle then!" Surtur/Enchantress yelled. A wave of energy burst from the Enchantress' body and cascaded the room in a fiery inferno. "See if you can defeat the likes of Surtur the Fire Demon! You will fail, for none are as strong as I am!"

A thunderous roar ripped through the building as Surtur/Enchantress spoke. It caused Surtur/Enchantress to pause.

"What...?" Surtur/Enchantress asked. "What was that?"

Captain America stumbled to his feet and smiled at Surtur/Enchantress. "That, villain, was you saying exactly the wrong thing at exactly the wrong time."

As Captain America finished speaking, the Hulk burst into the room in a blind rage.

"No one... is as strong... as Hulk is!" the Hulk yelled, charging the villain. "HULK IS STRONGEST THERE IS!"

"What? WHAT?" Surtur/Enchantress spat as the green behemoth barreled into her.

The Hulk kept charging forward, slamming Surtur/Enchantress into the wall. The metal wall crumbled, revealing a natural rock wall behind it... which was now a crater several feet deep and several yards wide. As the Hulk brought his fist up to punch Surtur/Enchantress, the villain's eyes faded from a fiery red to a brilliant emerald green.

"Huh? No," the Enchantress stammered as she saw the Hulk's fist. "No. NO! MERCY! MERCY! I BEG YOU! PLEASE!"

Captain America placed a reassuring hand on the Hulk's arm as the Hulk contemplated his next move. "It's okay, soldier. It's over. Surtur's beat a hasty retreat. It's just the Enchantress now."

The Hulk scowled at the now visibly shaking Enchantress. Finally, he roared loudly into her face. Her face turned visibly pale as her eyes rolled into the back of her head and she passed out.

"Puny Enchantress," the Hulk mumbled, tossing the Enchantress' body aside.

"It's not quite over yet, people," Iron Man said.

"Yeah, what about all of these cracks," Spider-Man added, pointing at the force field. "I mean, really, how do you even crack magic, anyway? I'm going to have to ask Doctor Strange that the next time he's at Midtown Manhatten."

"I... I did that?" She-Hulk asked, looking up and across the force field with apprehension.

"Indeed, friend She-Hulk," Thor said, patting She-Hulk on the shoulders. "Your tenacity and strength are nearly an equal to the Hulk's. An admirable trait in my eyes."

"Yeah, and she stole my name, too," the Hulk grunted, stepping up next to She-Hulk and Thor.

"Oh, yeah, hey, Hulk?" She-Hulk asked, turning to the green behemoth.

The Hulk raised a brow at She-Hulk.

"Could you let Bruce know," she asked, "that I'm okay? And that I'm okay with... this?" The gestured down her body. "You both have saved me twice over with that blood transfusion. Everything is going to be okay."

"Hmmph," the Hulk grunted. "Okay, I'll let puny Banner know."

"Thank you," She-Hulk smiled genuinely.

"Hey, Thor," Iron Man interjected. "Would your hammer's magic resonate the same sort of magic that your father used to create this force field?"

Thor looked at the force field a moment and blinked. "Why, yes, it would," Thor finally admitted.

"Will you look at that," Iron Man said, smiling under his helmet. "I think Panther is starting to rub off on me. Thor, if you can channel some of that magic into my suit, I'll synchronize my unibeam to its resonance and use it to repair the force field."

"Well thought out, Iron Man," Thor congratulated the techno-hero genuinely.

Thor held Mjolnir up and allowed its ambient magic to cascade across the room. Iron Man watched as JARVIS synchronized the unibeam's instrumentation with the cascading magic. Then, Iron Man blasted his chest unibeam onto the force field. As he glided the unibeam across the field, the others watched in wonder as the cracks that She-Hulk had inflicted disappeared... much like an eraser wiping out pencil mistakes.

"The Infernal Sconce is safe once more," Thor stated as Iron Man finished the job.

"Yeah, and that left me at 23% power in my suit," Iron Man added. "And we really need to figure out how we're going to get home."

"I'm sure Carol can call S.W.O.R.D. for a ride," Captain America said. He had the Enchantress cradled in his arms.

Iron Man glanced furtively at the Enchantress. "We'll need to ask them to bring some power dampening collars with them. We'll need them."

"Let's meet the others outside, then," Captain America said, heading for the door. "I'm sure they'll be happy to hear that the mission was a success."

As Thor and Iron Man followed Captain America out of the door, She-Hulk tapped Spider-Man on the shoulder.

"Huh? What's up, Jenn?" Spider-Man asked, turning to She-Hulk.

"Peter," She-Hulk started, gently placing both hands on Spider-Man's shoulders. "I... when you took that device off of my neck, I... well, I... you don't know what it was like being under someone else's control, not being myself. And you saved me from that. You were there for me again. Just like you were there for me when we took down Trask and you were there to help save me when I got shot. I..."

"Um, um, Jenn?" Spider-Man tried stammer.

"Could you lift you mask up, just a little?" She-Hulk asked, a plaintive look on her face. "I wanted to..."

"Jeeeeennnnnnn," Spider-Man hissed, motioning his head to the side.

She-Hulk looked over to see the Hulk standing there, arms crossed, looking at the two of them.

"What?" She-Hulk snapped. "Don't tell me Bruce..."

"He did," the Hulk grunted.

"Why?"

"He's too young."

"WHAT? He turns 18 next month! And I was going to wait six months! Wait, no, that's not your problem. Turn back into Bruce. I need to give him a piece of my mind!"

"Nope."

"Why not?"

"He's been out too much already."

"WHAT?"

"I give him one day a month. And our original agreement didn't even allow for that. So I'm being nice."

"YOUR HOLDING MY COUSIN HOSTAGE? LET HIM OUT, NOW!"

"Nope."

Iron Man tentatively tapped the obviously spooked Spider-Man on the shoulders. "Come on, Spidey. It looks like they're about to do what I was going to send in a demolitions team to do anyway and bury the artifact. Saves me money."

"Um, yeah, right," Spider-Man managed to say. "Hey, Jenn! Tony and I are heading out now."

"GOOD!" She-Hulk spat. "Cause I'm about to knock this blockhead's face straight through the Earth's core."

"I'd like to see you try, little woman."

"I'm not so little anymore, as you're about to find out, beef-for-brains!"

* * *

"Should we go in after them now?" Hawkeye asked as the dust settled on the former Air Force base.

The other Avengers had watched for the last two hours in absolute awe as the base had slowly crumbled in onto itself. A crack of thunder here, a shattering of metal there, a dull reverberation from somewhere, and clouds of dust kicking up everywhere had accentuated the fight that had demolished every wall and every ceiling of the place. The others didn't know whether to admire the two Hulks' strength, stamina, and destructive prowess... or be absolutely scared of them.

"Here they come now," Wasp said, breaking the uncomfortable silence that had followed Hawkeye's question.

Both the Hulk and She-Hulk landed near the assembly of heroes, creating miniature craters in the process. She-Hulk seemed to drop into more of a crouch than the Hulk did when she landed, but otherwise the process was the same.

"You guys done?" Iron Man asked, arms folded.

"Yeah," the Hulk grunted. "For now."

"We agreed to disagree," She-Hulk huffed, glaring at the Hulk. "Until it's Bruce's day off from being the Hulk. Then I get to talk to him. At that point, Peter'll be 18 anyway, so it's a moot point."

"Okay, then," Iron Man said. "Well, I have to admit, you just saved me millions of dollars in demolitions costs, so I think it turned out well all around."

Wasp grew to human size and stepped up to She-Hulk with a reassuring hand as the latter suddenly looked despondent. "I... I can't believe that I almost caused the end of the world," She-Hulk said.

"Not you, soldier," Captain America said, stepping up to She-Hulk and Wasp and pointing to the side at the nearby tied, gagged, and unconscious villains. "Them. They're the ones that did this, not you. You were not in control of yourself."

"We asked some questions while you two were playing," Iron Man added. "Turns out that the Enchantress set everything up. She was the anonymous tip that fed you the information you needed to trap Trask. She knew that Trask would put that hit out on you and she made sure that it succeeded just enough to where you needed that blood transfer from Bruce. She couldn't use Hulk or Abomination to crack that force field, since the ability to control them was already too far gone. She needed someone fresh. So she created you."

"And you know what," She-Hulk admitted, glancing down on her body, "I can't really say that what she created is all that bad. I actually kinda like it."

"And you can give as good as you get," the Hulk added, begrudgingly. "That's good to me."

"I like both sides of you," Spider-Man dared. "I mean, the pretty little lawyer who can take people's heads off in court and the gorgeous green Amazon who can knock people's heads off in battle. Nice dichotomy."

"Just like someone who deals with web design and photo manipulation to look at it from an artist's viewpoint," She-Hulk smirked.

"Well, if we're done making googly eyes at each other," Hawkeye interrupted, "I think our ride's here."

The others looked up and saw a S.W.O.R.D. transport swoop in from the sky. As it landed, the side door slid open to reveal a beautiful, green-haired woman.

"Abigail!" Ms. Marvel called, flying up to the transport. "You came yourself?"

"Hi, Carol," smirked Special Agent Abigail Brand, the commanding officer of S.W.O.R.D. "I understand there's a report to be filed about a possible threat from Asgard."

As the other Avengers started loading prisoners onto the transport, She-Hulk grinned wickedly, scooped Spider-Man up, and threw him over her shoulder.

"Woah, what the...?" Spider-Man squeaked. "Hey, why didn't my spider-sense go off?"

"Who said you were in _that _sort of danger?" She-Hulk laughed.

"Good point," Spider-Man admitted.

The Hulk fell into step behind She-Hulk, looked down on Spider-Man, and growled.

"Oooookay," Spider-Man gulped. "Now the spider-sense is going off."

"Behave, Hulk," She-Hulk admonished, as they climbed into the transport after the other Avengers.

"You behave," Hulk grumbled back as the transport door closed and the transport lifted off.

As the transport flew off, Abigail Brand added, "Okay, you two. Don't make me pull this thing over and come back there with a switch."

Everyone, including the Hulk and She-Hulk, got a good laugh out of that one.

_**[[THE END]]**_


	3. Operation Rescue

_The DisneyXD cartoon series, The Avengers: Earth's Mightiest Heroes, is ripe for a third season, given several loose ends that the second season didn't have a chance to tie up. However, there won't be a third season. So, I thought I'd take a crack at fanfic writing and start off a hypothetical third season._

_This is more of a transitional episode then anything else. It's an excuse to lay down not-so-subtle hints of the possible future—Hey, I'm making this stuff up as I'm going along, so enjoy the ride! While the main focus of the episode is Tony's vacation (or lack thereof), I'm throwing other things into the mix, too._

_Now, the legalese. Even though the story in and of itself is copyright by me, Dale W. Robbins, the characters, the setting, and much of the setup storylines are copyright Marvel Entertainment, who is owned by Disney. This is a fanfic that I hope has been properly rendered under Fair Use copyright laws._

* * *

**Avengers: The Earth's Mightiest Heroes **  
**Season 3, Episode 3 **  
**"Operation Rescue"**

Captain America gazed out of the Avengers Mansion meeting room window at the sun setting over the New York City skyline, his fingers laced behind his back.

"No matter how often I watch this," Captain America mused to himself, "this scene never grows old. This isn't just an icon of America. This is an icon of the world."

"Captain," came a voice from behind Captain America. "I would like you to meet an old friend of mine."

Captain America smiled and turned, easily recognizing the smooth, deep, African voice of his friend and teammate, Black Panther. He expected to meet a friend of T'challa's, to be sure. But he cocked a knowing smirk at the sight that met his eyes.

"Captain," Black Panther began. He was dressed impeccably in a custom-tailored suit with Wakandan effects while his friend, a beautiful African woman with flowing alabaster hair, was dressed sharply in attractive business casual wear, to the iconic hero. "This is Ororo Munroe, a childhood friend of mine."

"A pleasure to see you, as always, Ms. Munroe," Captain America smiled, taking Munroe's proffered hand and shaking it firmly.

"And, as always, Captain, the pleasure is mine as well," Munroe smiled warmly.

"Ah," Black Panther said thoughtfully. "I see you two have already met."

Captain America turned to look at his friend. "As you already know, T'challa, being an Avenger means getting to meet many interesting people. Especially fellow heroes like Ms. Munroe here."

"Fellow heroes?" Black Panther asked, glancing to Munroe. He hoped he had done a convincing job of disguising his surprise as academic curiosity.

"I had not told T'challa yet, Captain," Munroe laughed. "After we met at the bistro down the street, we let ourselves get caught up on reminiscing on childhood memories."

"Some of the most pleasant memories of my life, to be sure," Black Panther agreed.

Munroe smiled slyly at the Wakandan sovereign at that point.

"So you are a hero, as well?" Black Panther asked, admiring the beautiful woman even more. "Heroism on top of grace, beauty, and intelligence."

"And strength," Captain America added, hoping he wasn't upstaging Black Panther. "This young lady has been through so much and yet has persevered as a shining example of human integrity."

"Except that I am not human," Munroe breathed softly, bracing herself.

Black Panther only blinked at that point. He chose to let Munroe continue.

"My _nom de guerre_ is Storm," Munroe continued, looking at Black Panther carefully. "I'm an X-Man. I'm a mutant."

Black Panther looked at Storm a moment, looked at Captain America, and looked at Storm again.

"And...?"

Storm laughed heartily, the sound filling the room like soft wind chimes. Black Panther could sense the tension melt off of the beautiful woman.

"Oh, T'challa," Storm laughed, leaning in to hug her childhood friend. "You ever had the ability to look past everything to focus on the real me."

"I saw a strong, beautiful, young lady back then," Black Panther agreed. "Not a petty thief. It does not matter to me that you are a mutant... nor does it surprise me that you have used that gift to become a hero."

"Thank you, T'challa," Storm smiled, looking up into the Wakandan king's eyes.

Black Panther smiled back down at Storm before turning back to Captain America. "Captain, may I ask where Stark is? I had hoped to introduce Ororo to him as well."

"That might be a bit difficult at the moment, T'challa," Captain America warned.

"Why is that?" Black Panther asked.

* * *

"I can't believe I'm on vacation," Stark groaned as he leaned back into the luxurious poolside lounge chair.

His personal assistant and closest confidant, Pepper Potts, glanced over at Stark and smirked. She could definitely understand how he managed to attract the attention of so many women. Stark cut an extremely dashing figure, what with him being shirtless and wearing stylish swimming trunks. The redheaded assistant could only hope she was half as attractive in the two-piece swimsuit she had picked out for herself.

"For a full week," Potts reminded her boss. "No Stark Industries, no Avengers, no excuses. Just rest and relaxation. You need it, Tony. You haven't had a vacation in almost five years. And you've been running on fumes for the last two months."

"How am I supposed to relax like this?" Stark complained, looking at Potts as if they were still in his office. "There is no Internet access to use. No technical specs to look over. No business charts to approve. No villains to put in jail. I don't see the relaxation part yet."

"Anthony Edward Stark," Potts breathed in exasperation, leaning back into her lounge chair and adjusting her sunglasses to the cast of the Caribbean sun.

"Virginia Anne Potts," Stark mocked playfully, sporting his now infamous smirk.

"Seriously, Tony," Potts exclaimed, leaning forward to face the hero. "This is a _vacation_. You _rest_ at a _vacation_. You don't design supertech or juggle finances at a vacation. You relax at a poolside and take in the sun. You watercraft across the ocean waters and enjoy the scenery. You attend local celebrations and cultural shows and enjoy the flavor."

Potts' tone then softened considerably. "Tony, you _promised_ me you would relax this week."

"I'm sorry, Pepper," Stark admitted somewhat sheepishly. "I _did_ promise you that. I'll try. But, I grew up under the shadow of my father. Designing supertech became my fun. Juggling finances gave me a sense of accomplishment. If I'm not doing something productive... I feel like I'm wasting my time."

Potts smiled sympathetically at that point. "I know, Tony. But think of it this way. Think of this as a recuperation task. You've pushed your mind and body too hard and now you need to repair them. And this is the process with which you do those repairs. Relaxing and _having fun_ is like repairing your Iron Man suit, only you're repairing your body and your mind. And once the week is over with, you'll be back up to top performing condition."

"Makes sense," Stark replied, a bit more casually than Potts was comfortable with.

"How about I get us some drinks," Potts smiled, carefully considering Stark before she stood up in one smooth, graceful motion.

"I'll take an energy drink, if you would please," Stark called back to Potts.

"You and those energy drinks," Potts laughed softly. "You're not drinking them straight, you understand that? Not this week. I'll have the bartender mix in some syrups and make the flavor interesting."

"Whatever," Stark responded.

As Potts crossed the pool and approached the bar, she saw that another old friend was already standing there. She leaned on the counter and smiled playfully at the man. "Hello, Colonel," she said, barely able to contain her giggle.

Colonel James Rhodes smirked back at Potts, "You know you can call me Rhodey, right, Pepper?"

"I know," Potts laughed. "I'm just having some fun." She then turned to the bartender. "One diet soda with cherry flavoring. And an energy soda with soda water and a mixture of flavors—surprise me."

"You're making Tony cut back on the energy sodas?" Rhodes asked incredulously.

"That's right," Potts smiled victoriously. "We don't need him bouncing off of the walls. He's here to relax. Not push his body to the limit."

"That means he's not supposed to be checking over technical specs, then?" Rhodes asked, looking over Potts' shoulders across the pool.

"That's definitely right," Potts concurred, taking two drinks from the bartender. "Why do you...?"

As Potts turned back towards the pool, she saw it. Stark had booted up his wristwatch computer to pull up a holographic screen of technical specs. He was looking at Potts and Rhodes with a look on his face not unlike a cat that had been caught with canary feathers in its mouth.

"_ANTHONY EDWARD STARK!_" Potts screamed across the pool at Stark before storming towards him.

"Man," Rhodes mused to himself. "This is going to be one doozy of a vacation."

* * *

Yellowjacket sat in his lab, using some laser tools to tinker with some electronic devices. To anyone who had known the man for any significant length of time, it would look odd to see him dressed in his Yellowjacket costume with a white lab coat over it. But most of the Avengers had grown used to it.

Well, almost all of the Avengers.

Janet van Dyne, aka Wasp, stood quietly in the doorway of Yellowjacket's lab, leaning on the doorjam. She was _not_ in her costume. Instead, she was dressed attractively in a soft, pullover sweater and tight designer jeans. She watched Yellowjacket for a while, taking in every motion as the man installed micronized circuit boards and sensory components.

She knew he was tinkering with his Pym Particle blaster. So she didn't bother him.

"I know you're there, Janet," Yellowjacket finally said, still looking at the device in his hand. "May I help you?"

"I...," Wasp started, then paused. "I'm just admiring a man at work. Hank, I..."

"I'm not Hank Pym anymore," Yellowjacket reminded Wasp, a soft patient tone in his voice. "That man died the day you and Tony walked out of his university lab after dismissing his work."

"You were cracking under the pressure," Wasp said, the sadness obvious in her voice as she crossed the lab to stand by the scientist. "Tony and I were going to get you help, if you had just waited."

"At that point, it was too late," Yellowjacket sighed. "Hank Pym was a scientist. A pacifist. Someone who wanted to give everything he had to see a better, more peaceful future. Everything... including his life."

"I know," Wasp said softly. She started to gently touch Yellowjacket's shoulder, but stopped herself. "Ha... er, Yellowjacket, um... Hank was all of that and so much more. That's what made him such a wonderful Avenger."

"Except he wasn't a wonderful Avenger," Yellowjacket said evenly, setting his blaster down. He didn't want to hurt or anger Wasp, so he kept his tone even. "He kept trying to stop the Avengers from doing what they needed to do to subdue the villains. He kept starting arguments with everyone about his beliefs, including you. And he succeeded in creating what is probably the single most powerful enemy the Avengers have ever faced... outside of Galactus, of course."

"Ultron," Wasp sighed, looking away.

"Hank kept looking at everything he managed to mess up, including his personal life with the woman he'd loved," Yellowjacket continued. That last part caught Wasp's attention, stealing her ability to breath for several seconds. "And he knew he had to do _something_ successful before he lost... everything."

Wasp stepped back a moment, holding her hands to her heart. She could literally feel the heartbeats pounding through her chest. Tears were welling up in her eyes. She knew what was going to be said next.

"That Microverse prison was Hank's last chance at redemption," Yellowjacket confirmed, looking at Wasp in the eyes. "Tony dismissed it out of hand. And all you could do was get angry at Hank for the mess he had made of his life. Just like you had several times before that."

"I'm sorry," Wasp choked, the tears now flowing down her face. "I'm so, so sorry."

"Hank cracked at that point," Yellowjacket said, turning back to his blaster. "He couldn't handle the pressure anymore. So he fell back to a safe place in his mind and I stepped up to the plate. I'm not afraid to mix it up a little. I'm not afraid to do what needs to be done to contain the supervillain threat. And I'm not afraid to talk about the things Hank was afraid to talk about."

"Gyahhhh," was all Wasp could blubber as she sniffled and sobbed quietly, still standing a couple feet away from Yellowjacket.

"So, Janet," Yellowjacket concluded, briefly glancing back at Wasp, "the man you loved is gone. It's me now. I'm Yellowjacket. Not Hank Pym. I'm sorry."

Yellowjacket was surprised when a pair of slender arms violently wrap themselves around his chest. He felt Wasp's face bury itself into the back of his lab coat. Patiently, he let Wasp cry into his back for several minutes.

"You're... you're wrong about something," Wasp finally choked between sobs. "You may be this other personality... this 'Yellowjacket'... but I still love you."

Yellowjacket glanced curiously back at Wasp as best as he could given the position they were in.

"You _are_ right that I love Hank," Wasp whispered. She seemed to be getting control of herself back. "I love the pacifist scientist with a vision of a better tomorrow who had a passion for life unlike any man I have met before or since. I love him with every fiber of my being."

Yellowjacket considered Wasp carefully. "Janet, I..."

"But I love the strong, assertive, fun-loving go-getter you are," Wasp conceded softly. "I heard what you did to Brand up on the _Damocles_ during the Kree invasion. I laughed my fool head off, even though you deserved that punch in the face... you jerk."

Yellowjacket smiled at the memory of waiting until the last second before he shrank a bomb intended to wipe out the _Damocles_ and possibly half of the Eastern Seaboard into the Microverse... then explained to S.W.O.R.D. commander Abigail Brand that he'd just wanted to see her face when he did it. Yeah, he'd deserved the resulting punch in the face, but the look on Brand's face had been well worth the price.

"I love Hank _and_ I love you, Yellowjacket," Wasp said, settling her head into a comfortable nook in Yellowjacket's back. "Is it bad that I'm in love with two men?"

Yellowjacket didn't answer. He simply placed a gentle hand on the arms that were wrapped around his chest.

* * *

"So," Stark huffed as he followed Rhodes and Potts up a steep mountain incline. "How is a nature hike supposed to be relaxing again?"

"Please, Tony," Rhodes laughed as he stepped up several rocks to look out over the scenery. "You've fought the likes of Ronin the Accuser, Kang the Conquerer, and a full-on Kree army on their homeworld. You're going to complain about a simple nature walk?"

"At least the Kree army wasn't trying to eat me alive," Stark countered, before pressing a button on a device hanging on his belt. A slight shimmer formed around Tony, greeting him with several tiny sizzling sounds.

"A portable bug zapper?" Potts asked incredulously, raising a brow at her employer as she looked back at him. She was in midstep in climbing up the rocky incline after Rhodes. "Really?"

"Hey, I'm going to _enjoy_ this vacation, thank you very much," Stark countered, stepping up to the incline.

"Can't argue with that," Rhodes conceded. Then he paused and looked off to the distance. "Wait a minute. Isn't that volcano supposed to be dormant?"

Potts and Stark gathered behind Rhodes and looked at what he saw. Sure enough, a mountainous volcano off in the distance was spewing black smoke into the sky.

"Yeah," Stark replied, amazed. "That mountain hasn't shown volcanic activity in over 500 years."

Rhodes and Potts looked curiously back at their employer. Stark shrugged his shoulders.

"What? You think going over stock reports was the only thing I was doing earlier?"

Rhodes turned back to look at the volcano. "And I can count at least three villages along the face of the mountain... just on this side. We're going to have to do some quick evacuations."

"Get some seismic readings, see where the magma flow is at and what the projected trajectory of eruption is going to be," Stark agreed. "Try to get some backblasts into place to counter the force of the explosion."

"No, no, no, no, NO!" Potts cried, trying to hold herself together. "This is supposed to by our _vacation_!"

"Don't worry, Pepper," Stark soothed as he pulled a card out of his pocket. "I'll just call in the other Avengers. T'challa will be able to handle..."

And then he looked at his card and paused.

Rhodes and Potts looked at Stark curiously. "What's wrong, Tony?" Rhodes finally asked.

"My ID card," Stark said. "It's not getting satellite signal here."

"That's weird," Potts said, looking over Stark's shoulders at the card. "Didn't you design those to reroute though backup satellite channels in the event of an emergency?"

"Yeah," Stark seethed. "Which means something... or someone... is blocking signals coming in or out of here."

"Looks like it's just us," Rhodes conceded.

"_Fine!_" Potts growled. "You win! You boys go have your brand of fun!"

"Thanks, Pepper," Stark smiled, leaning in to kiss Potts on the cheek. "Come on, Rhodey. Our suits are back at the hotel."

With that, Stark and Rhodes ran off in the direction of the Caribbean resort they were staying at.

Potts simply stood there with an astounded look on her face. Slowly, carefully, she raised a hand to the cheek that Stark had just kissed, touching it gingerly. So wrapped up in the feelings of shock and astonishment was she that she realized all too late a question she should have asked Stark.

If they were on vacation, why on Earth were there Iron Man suits at the hotel?

"Oh, Peter," the woman gushed as she leaned over and kissed the young man on the cheek. "You're now officially a man. Happy birthday!"

Peter Parker smiled broadly. That kiss from the woman he loved the most seemed like manna from Heaven.

"Thank you, Aunt May," Peter replied. He was seated at his Aunt May Parker's kitchen table. A large cake with eighteen candles lit up the room.

"Now, blow out the candles," Peter's aunt's best friend, Anna Watson, admonished.

Parker took in a deep breath and blew out the candles. This was met with cheers from the three women at the table. Along with May Parker and Anna Watson, the celebration included Parker's longtime schoolmate and close friend, Mary Jane Watson.

"So, Tiger," Mary Jane grinned facetiously, "what's it feel like actually being a man?"

"Mary Jane Watson," Anna Watson scolded. "I will not have such talk coming from your mouth."

"What?" Mary Jane shrugged, looking at her aunt. "I just asked him a question."

Aunt May and Peter were chuckling softly to themselves when the doorbell rang.

"I'll get it!" Mary Jane said, jumping up to go answer the door.

"I wonder who that could be," Aunt May said, concern lacing her voice. "It better not be the mortgage people. Not on this day."

"Don't worry, Aunt May," Peter soothed. "I told you. I already took care of that."

"Would be nice if you would _tell_ us how you took care of it," Anna insisted. "I'm really bothered about how you could have..."

"Hey, Tiger," Mary Jane interrupted, skipping back into the kitchen. "Your girlfriend's here!"

"His... what?" Aunt May asked, wide-eyed.

"What? No!" Peter stammered. "She's not my girlfriend. She's..."

"A business associate and friend," a feminine voice finished as a pretty, brown-haired woman stepped into the kitchen.

"Um, Aunt May," Peter said quickly, standing up out of his seat as a show of courtesy to the visitor. "Ms. Watson, this is..."

"Jennifer Walters," Anna finished, her eyes wide with amazement. "The famous criminal trial lawyer."

"Oh, my!" Aunt May gasped, putting a hand to her mouth. "Oh, my, I am so sorry, Ms. Walters. I wish I had known you were coming. I would have made my home far more presentable."

"Think nothing of it, ma'am," Jennifer smiled, reaching out to shake Aunt May's proffered hand.

"Jenn, this is my Aunt May Parker, her best friend Anna Watson, and you've already met Ms. Watson's niece, Mary Jane."

Jennifer nodded politely to each woman as Peter introduced them.

"Oh, by the way, Peter," Jennifer said, producing a moderately sized gift in her hand. "Happy birthday!"

Peter carefully took the package, wide-eyed. "Is this... what I think...?"

"You've been doing nothing but talk about it since E3 this year," Jennifer laughed. "So, there you go!"

"Wow! Thanks!" Peter sang, the proverbial light in his eyes sending shoots of warm comfort through Jennifer's heart.

"Wow, is right!" Mary Jane agreed as she watched Peter unwrap the new video game console. She could barely contain her own excitement. If Peter had it, that meant she could play on it, too. She then leaned in and whispered teasingly in Peter's ear, "No wonder you broke up with Liz Allen."

"What?" Peter squeaked, shooting straight up into a board-like stance. "No! I... I didn't meet Jennifer until well after I broke up with Liz. When I... I..."

"Took on that internship at Stark Industries?" Jennifer offered. "You hadn't told them about that yet?"

"Stark Industries?" Anna exclaimed, suddenly much more impressed with Peter than she was five minutes ago. "No wonder you can handle your Aunt's mortgage payments now."

"Um, yeah," Peter said shyly, scratching the back of his head. "I... I was going to make it a surprise, but..."

"Oh, my, no," Aunt May smiled. "You don't keep surprises like that from me. I'm so proud of you, Peter!"

"Thanks, Aunt May," Peter said, blushing.

"Well, ladies," Jennifer said, placing a gentle hand on Peter's shoulders. "I promised Peter a dinner out tonight. I hope you don't mind. In fact, would you three like to join us?"

"Oh, no, we couldn't!" Aunt May said, sitting back down in her chair. "This is Peter's day. You two go have fun."

"I did need to talk to Peter a moment before you guys left, though," Mary Jane said, grabbing Peter's hand and pulling him out of the room.

"Okay," Jennifer smiled, watching the two now-adults skitter from the kitchen. "I'll wait for you in my car, Peter. Ms. Parker, Ms. Watson, it was a pleasure meeting both you."

"Likewise!" Anna replied as Aunt May could only nod her head.

In the other room, Mary Jane spun and looked at Peter.

"I hope you know my teasing was mostly to cover for you."

"Huh?" Peter said, confused.

"Peter, I know," Mary Jane replied. "I know you broke up with Liz to be with Gwen, even though that didn't work out. But I also know you broke up with her to protect her."

Peter bit his lip softly. He knew what was coming.

"I know everyone else thinks Eddie Brock was crazy when Venom outted you as Spider-Man," Mary Jane continued. "But it all makes sense now. All of your disappearing acts, the fact that you're able to get so many great shots of Spider-Man, Venom targeting you for his little smear campaign..."

"And now your sudden association with an Avenger..."

"Um...," Peter mumbled brilliantly, trying to think of a response. "Yeah, that wasn't very subtle, was it?"

"Peter, just listen. I know you're Spider-Man, but I haven't told anyone else and mums the word. I understand why you need to keep it a secret, even from Aunt Anna and Mrs. Parker. And I also understand why you had those new Stark Industries security systems installed at both my and your homes."

"Quite the detective, huh, M.J.," Peter smiled. "No one's supposed to have figured out that those are Stark Industry systems."

"I'm the best at what I do, Peter," Mary Jane grinned facetiously. "But now Spider-Man is on a team that has his back. And you have a girlfriend who, although _she's_ _five years older than you_, is the Sensational She-Hulk. I feel a lot better knowing that you're that safe."

"Thanks, M.J.," Peter said, sighing in relief. "Thank you for understanding."

"Now, go out there and knock 'em dead, Tiger," Mary Jane added, punching Peter lightly on the shoulder. "I'll be rooting for you from the sidelines. And keeping Aunt Anna and Mrs. Parker safe."

"You got it," Peter replied, turning to run for the door. "Aunt May, I'm heading out!"

"You have fun, dear!" Aunt May called back from the kitchen.

Once Peter was out the door, Mary Jane walked over to the front window of the living room and peered out. She saw Peter jump into the passenger seat of the fancy convertible that She-Hulk was driving, saying a few words then slumping back into the seat as if by exhaustion. Mary Jane smirked to herself on that one; Peter must have been a nervous wreck while she had confessed her knowledge to him.

As the convertible slowly pulled away, Mary Jane heard her aunt's voice behind her.

"Mary Jane, what are you doing?"

"I'm watching a hero go off into the world, Aunt Anna," Mary Jane said softly. "I'm watching a hero go off into the world."

* * *

"How're the evacuations coming, Rhodey?" Iron Man asked as he flew over the volcano. The gigantic pillar of billowing black smoke was intimating even to a superhero at this short distance.

"On the sixth and last one now," replied War Machine's voice. "Everyone is heading to the resort, where they're able to board cruise ships that have been commandeered for the evacuation."

"Good," Iron Man noted. "JARVIS, run a full spectral analysis of the volcano. I need to know how soon and in which direction she'll blow. I want to avert as much property damage as humanly possible."

"Sir," JARVIS began, "there is an immense amount of seismic pressure on the northern face of the volcano. One could conclude that the eruption would begin there. And... oh, my!"

"What is it, JARVIS?"

"I'm picking up emanations from a LRSSS device, sir."

"A Long Range Sonic Strata Scanner?" Iron Man clarified to himself. "That would mean that..."

Suddenly, waves of sonic energy shot through Iron Man, sending him hurtling upwards further into the sky.

"That was a direct hit, sir," JARVIS reported. "Shield are down to 15%. Suit structural integrity is at 45%."

"Tony, what's going on?" Rhode's voice echoed through the comm link.

Before Iron Man could answer, he plummeted straight down and hit the ground with a thunderous crack.

* * *

Potts sat on the bed in her hotel room, deep in thought.

_Tony had the suits here, even though we were on vacation_, she thought, sighing. _Even when he's supposed to be relaxing and taking it easy, he's never ten feet away of being prepared to save the world. He truly believes the fate of the world rests on his shoulders._

Potts shook her head. There was no way getting around it, she guessed. Tony Stork was going to be Tony Stark, the Invincible Iron Man. No matter how hard she tried to look after him.

No matter how hard she cared.

Striding across the room, she felt a shockwave hit the hotel. The force of the shaking building sent her stumbling across the room, causing her to smack into the armoire sitting against the wall there.

_An earthquake?_ Potts asked herself as she stood up. _Or did the volcano erupt?_

She stood up and ran to the window to look outside. She had a clear view of the volcano, even though it was a couple of dozen miles away. While it was still billowing smoke, it looked relatively... not erupted to her.

Quickly, she pulled an earbud out of her pocket and placed it in her ear.

"Wow, Tony! That looked like it hurt a little."

"Looks can be deceiving, Rhodey. It hurt a _lot_."

"What's going on out there, boys?" Potts demanded over the comm link.

"Um, nothing but the birds and bees, the flowers and the trees, Pepper," Stark responded.

"And a little bit of Magma," Rhodes added.

"The volcano _did_ erupt?" Potts asked.

Then she noticed it. Three figures off in the distance, performing aerial acrobatics as if locked in a dog fight. She dug into her pocket, pulled out her glasses, and put them on. They were a Stark Industry special set of eyeglasses that Tony had commissioned for Potts for when she was out supervising construction. Tapping the side of the glasses lightly, she accessed the telescopic function of the dual-layered lenses, allowing her to zoom in onto the action.

The third figure was Jonathan Darque. Another business prodigy in direct competition with Stark, Darque had built himself a power suit as well. Darque's suit specialized in his patented LRSSS technology, allowing him to use sonic emanations to manipulate magma... and he kept a portal magma generator on his back so he used use the molten rock as a weapon.

"Oh, you mean the _villain_ Magma," Potts breathed.

"You know," came a strange voice over the comm link, "I've hacked your comm channel, so I can hear everything you lovebirds are twittering. How about we get back to the fight so that I can get back to making this island my own private resort... and nickel mining operation."

_So, that was it!_ Potts thought. _He was bullying everyone, including the native population, off of the island so that he could have the natural resources all to himself. Well, as typically cliché of a plan that was, at least it was more realistic than some plans I've seen tried by other villains. Don't get me started on the Mole Man._

"Kick his tail, Tony!" Potts yelled over the comm link.

"I'm trying!" Stark responded. "But it's not quite as easy as I usually make it look."

"Shields are now down to 3%," JARVIS's voice came over the link. "And suit integrity is now at 28%."

"Um, thanks, JARVIS," Stark's voice sighed.

"I'm going in for the kill, then!" Magma cackled.

"Not on my watch!" Rhodes declared. The scream that followed made it clear that War Machine had connected with his attack.

Potts turned around and took in a deep breath as she removed the earbud. Tony was in a lot of trouble and there was nothing she could...

Potts' thoughts stopped cold as she looked up. Apparently, when she hit the armoire earlier, it had shifted. Behind the armoire was a secret compartment.

Potts ran over to the armoire and pushed it the rest of the way aside. What she saw there made her smile.

* * *

"Will I be seeing you again?" Black Panther asked as he escorted Storm to the door.

"Of course you will, T'challa," Storm smiled, turning to the Wakandan sovereign. "I teach at the Xavier School For Gifted Children. You're more than welcome to come and take a tour. You can bring the Captain with you, as well. I understand he and Wolverine have a history."

"Indeed," Black Panther smiled. "I will most definitely be taking you up on that offer. I would like very much to meet the people who have helped mold my Princess Thief into the hero she is today."

Storm blushed. "You have not called me that in, what, ten, twelve years?"

"I have not seen you for as long," Black Panther agreed. "Something for which I would like to make amends."

"I will hold you to that, my King," Storm replied, smiling slyly.

With that, Black Panther took Storm's hand and kissed it gently.

"I will see you to your car, then," Black Panther said as he turned the knob on the front door of the Avengers Mansion.

"Why, thank you, T'challa. I..."

Suddenly, the door flew open, nearly smacking Black Panther in the process. Spider-Man and She-Hulk, in their civilian identities, came rushing in.

"Panther," Spider-Man began, "Where's Tony and Cap? Jenn and I have some ideas we'd like to share and... oh, hi, Storm, how are you? Nevermind, we'll check the meeting room. Cap's usually there anyway. Seeya later, bye!"

Spider-Man took off running down the hall after that. She-Hulk simply shrugged her shoulders, grinned impishly, and took off running down the hall after Spider-Man. Black Panther and Storm simply watched the two young adults disappear around a corner.

"Oh, hi, Storm, how are you?" Black Panther repeated, turning to look at the X-Man. "Ororo, have you already met _all_of the Avengers save for me before today?"

To that, Storm could only shrug and grin apologetically.

* * *

War Machine slammed through a copse of trees at the bottom of the volcano, tumbling back up into a crouching battle stance. The molten rock on his armor slid off as if made of wet putty. Magma dropped down in front of War Machine, the magma blaster on his right hand lit up and priming.

"Heh," War Machine chuckled. "Our suits can withstand the heat of molten rock, too, Magma. Give it up. It's two against one. You're not going to win."

"Try one against one, Colonel," Magma growled, aiming his blaster. He seemed less than intimidated by the fact that War Machine had his Gatling cannon aimed straight at his face. "Stark's suit is down for the count. Your suit is at less than 50% capacity. And I'm still prime and ready to lay the heat down. Neither of you men is taking me down today."

"Then try this _woman_ on for size!"

"Huh?" was all Magma could get out before a blur slammed into him.

War Machine watched as the two individuals flew off, slamming through several dozen trees before heading skyward then back down into a huge explosion of rock, foliage, and debris.

"Was... was that Pepper?" Stark asked over the comm link.

"That sure was," Rhodes replied, flabbergasted. "Apparently, fire and brimstone have no fury like a woman denied her vacation."

"She found her Rescue suit," Stark said, sounding rather pleased despite the exhaustion in his voice. "Good."

"Wait, you made _her_ a suit, too?"

"It was kind of a spur of the moment thing," Stark admitted. "Something that seemed interesting at the time. You wouldn't believe the trouble I went through to get her measurements without her knowing..."

"Tony, I've got to go help her," War Machine grunted as he stood up. "I'm a Marine. Pepper's an administrative assistant. There's a difference."

"And I'm a genius, billionaire, playboy philanthropist," Stark coughed. "I trump both of you."

* * *

"Rhodey!" Potts yelled over the comm link. "Get to Tony! Make sure he's okay. I've got Magma."

With that, Potts looked down at Magma, resplendent in her armor. Her armor would have looked like an exact copy of Iron Man's, if it were not for its feminine shape and the silvery-white metal where Iron Man's gold-plated metal was.

"Oh, you've got me, huh?" Magma said, stumbling to his feet. His armor looked a bit worse for the wear. "That was a lucky shot. What makes you think you've got me now?"

"This!" Potts replied as she lunged down and tackled Magma again.

Potts drove the villain through several more trees and rock outcroppings before spinning around and throwing him up into the air. As Magma somersaulted through the air, Potts opened up both of her palm blasters and blasted the villain further up into the sky. Before Magma could recover from the barrage of assaults, Potts flew up and was on top of him again. She grabbed the villain by his ankles and spun him around again, throwing him into the ground with an earth-shattering thud. She then flew down, grabbed him by his shoulders, drove him through yet more copses of trees before slamming him into the side of the mountain. At that point, Potts began punching the villain in his armor-plated face repeatedly.

"This is for trying to ruin the lives of everyone on the island," Potts screamed as she landed another blow. "And this is for trying to mess up the balance of the ecosystem of not only this island but all of the other nearby islands. And this is for ruining our vacation! And this is for...!"

Potts felt a gentle hand come to rest on her reared-back fist. Spinning around, she saw Iron Man right behind her and War Machine right behind him.

"It's okay, Pepper," Stark said softly. "He's down."

Potts turned back around to see that Magma had slumped down onto the ground, unconscious.

"Tony, I...," Potts began, a tangible shakiness in her voice.

"It's okay, Pepper," Iron Man replied, drawing Potts in and folding his armored arms around her. "It's over. We got the bad guy. _You_ got the bad guy."

War Machine merely nodded his affirmation as Potts settled her head on Stark's shoulder and took several deep breaths to calm down.

* * *

"Maria Hill already told me, Tony," Captain America admitted. "After you got Magma's scrambling device dismantled, you got a hold of S.H.I.E.L.D. so that they could come arrest him. How are you, Rhodey, and Ms. Potts holding up?"

"We're doing okay, for the most part," Stark replied over the satellite link he was using to talk to Captain America. "The island residents are coming in and getting their homes back. S.H.I.E.L.D. geologists are coming in to observe and stabilize the volcano. Apparently, Reed Richards has invented a couple of things that will make _that_ process a lot easier. That makes me happy. How are things at your end?"

"Interesting," Captain America admitted. "Today was Spider-Man's birthday. Our two reserve members swung by to visit, in fact, and share some ideas with you and me. I think you'd like them. Oh, and Panther reconnected with his childhood friend, Storm. She's a charming young woman."

"Storm? As in the X-Man Storm?"

"That would be the one," Captain America agreed. "So, are you going to try to salvage what's left of your vacation?"

"Actually," Stark replied, turning to look at Potts as she was packing her luggage. "We're packing up now to head over to Greece. Rhodey's going to finish his vacation here and you should see him in a couple of days. But Pepper and I are restarting our vacation tomorrow... and we're taking a full two weeks."

"Well, that's good to hear!" Captain America admitted sincerely. "You deserve the break. You work yourself way too hard sometimes."

"There is no _sometimes_ about it," Stark agreed. "And, to be honest, I made a promise. And I need to start keeping my promises. Especially to the ones I care about the most."

Several feet away, Potts fought hard to hide the deep smile that threatened to creep across her face.

_**[[THE END]]**_


	4. Witness Protection

_The DisneyXD cartoon series, The Avengers: Earth's Mightiest Heroes, is ripe for a third season, given several loose ends that the second season didn't have a chance to tie up. However, there won't be a third season. So, I thought I'd take a crack at fanfic writing and start off a hypothetical third season._

_One of the challenges I put down for myself in writing these fanfics was to find characters who were underutilized in AEMH and utilize them, putting a unique spin on them while still keeping them very recognizable. This episode is one of those attempts. The main villain for this episode was only briefly mentioned in s01e16, "Widow's Sting." The unique spin, however, won't be from the villain, but from the witness being protected. I'm also going to try to not be so heavy-handed with romance-based subplots. I'll probably fail spectacularly there._

_Disclaimer: All IP as it is presented in the various animated television series and comic books is Copyright and Trademark by Marvel Worldwide, Inc., a subsidiary of the Disney Company. This is a transformative fan fiction work._

* * *

**Avengers: The Earth's Mightiest Heroes  
Season 3, Episode 4  
"Witness Protection"**

Clint Barton, aka Hawkeye, landed his sky sled in a back alley of New York City and disembarked. Out of habit, he drew his bow and, with a quick jerk of his arm, snapped it to it's full length. Glancing around, he made note of every nook and cranny of the alleyway. Then, tentatively, he stepped forward.

"I'm here," Hawkeye declared. "Let's get this meeting over with."

Three figures strode into the alleyway from the shadows. Hawkeye kept his attention on all three, one hand arced over his shoulder to his quiver and the other fully extended with his bow at the ready. If one thing could be said about Hawkeye, it was that he always noticed everything and that he was never caught off guard.

Which was good. A lesser man would probably been caught completely off guard by the three individuals emerging from the shadows... if only by their appearance alone.

"Tasha, Bobbi, Daisy," Hawkeye confirmed, nodding to each one. "Don't get me wrong. I'm normally not averse to being surrounded by gorgeous women. But I should have known this was a Fury thing."

"Clint," Natasha Romanova, aka Black Widow, greeted Hawkeye in return. "Forgive me. I wish this were just a social call."

"There _would_ be a fight if this were a social call," Barbara Morse, aka Mockingbird, joked, tapping her bo staff on her shoulder.

"Indeed," Black Widow laughed, smiling amiably at Mockingbird.

Hawkeye glanced between the two women, his eyes growing wide in comprehension. He may not be good at grasping the big picture, but he did pride himself on noticing things. And he noticed the implications of _that_ little exchange.

"Hawkeye," Daisy Johnson, aka Quake, began, stepping up to the Avenger. "We're in a unique position of needing your assistance."

"Really?" Hawkeye asked, trying not to show his self-prideful amusement at the smug smirks that Black Widow and Mockingbird were exchanging. "Fury's little black ops team that's so black ops that he quit S.H.I.E.L.D. to put it together needs the help of a renegade former S.H.I.E.L.D. agent who quit S.H.I.E.L.D. because he was tired of Fury jerking his chain around? What's up? The Skrull holdouts too much for you?"

"Something much, much different, Clint," Black Widow admitted, turning her attention from Mockingbird to Hawkeye. "It's about the Maggia."

Hawkeye blinked in surprise, caught so off guard that he almost didn't notice that he had straightened his stance and stowed his bow. "The Maggia? Really? What's the world's most powerful organized crime syndicate got to do Fury? And why do you need _my_ help with them?"

"We think we have a chance of taking down Count Nefaria," Mockingbird replied, stepping up to Hawkeye. "But to do that..."

"We need to protect the star witness testifying against him," Quake finished. Hawkeye could tell from Quake's eyes that she must being working hard to keep the situation strictly professional, despite the romantic feelings both Black Widow and Mockingbird obviously felt for the hero.

"So," Hawkeye ventured, turning to Quake, the one safe harbor he had at the moment. "Who is this witness I'm supposed to protect?"

"We're all protecting her, Hawkeye," Quake corrected. "We're taking six-hour shifts standing guard over her. The four of us, being former S.H.I.E.L.D. agents of the highest caliber, are the only people Fury will trust on this assignment."

"As for who...," Black Widow added, motioning behind her.

Out of the shadows, another girl stepped into view. In Hawkeye's eyes, this girl couldn't be any older than 12 years of age. But he could tell that she would grow up to be a heartbreaker. Her large blue eyes were already captivating and one couldn't ignore the luxurious alabaster hair that cascaded in waves down past the tween's shoulders, sporting violet highlights along both of her bangs. She was dressed conservatively in a sweater, a vest, slacks, and heeled boots.

"This is Melissa Gold," Black Widow continued. "She is Count Nefaria's niece. And it will be her testimony that will bring down the Maggia leader."

"Really?" Hawkeye asked, arching a brow. Could such a tiny girl really be the key to bringing down a crime syndicate as powerful as the Maggia? Well, it was worth a shot...

"Hey, there, beautiful," Hawkeye smiled, crouching in front of the young girl so as to meet her eye-to-eye, extending a hand in the process. "I'm Hawkeye, but you can call me Clint."

The young girl smiled warmly, taking Hawkeye's hand and shaking it. "I like you. You're cool. I'm Melissa, but you can call me Mimi."

"Mimi it is, then," Hawkeye agreed. He then stood up and looked at the others. "Okay, then, ladies. Let's get the guard schedule worked out and get her back to the safehouse I know you three have already set up for her."

"Let's do it, then," Mockingbird smirked playfully, soliciting a glare from Black Widow.

Hawkeye smiled weakly at the two women. _Please, please, please, let it be that Fury was smart enough to put Daisy in charge._

* * *

Count Luchino Nefaria stood in his New York City penthouse suite, overlooking the city skyline as the sun set. To the casual observer, he would have seemed to be the paragon of stoic calm. Those much closer to him knew to stay well away from him at this point... at least until one of them could resolve the current crisis.

Nefaria made only a tangent note of the sound of the door opening and closing behind him. His hands, neatly folded behind his back, only made the faintest of motion as he heard footsteps close in behind him.

"This had better be good," Nefaria hissed, refusing to turn to otherwise acknowledge his visitor.

"Indeed it is, Father," came the voice of Whitney Frost, aka Madame Masque, Nefaria's trusted and beautiful daughter. "A reliable source has informed me that my traitorous cousin is currently under witness protection by none other than Nicholas Joseph Fury. My source has also informed me of how we might be able to reach dear Melissa."

At that, Nefaria allowed himself a smug smile. "See that such information is fully utilized, then, my dear Whitney. Of course, you have full access of our family resources at your disposal."

"As you wish, Father," Madame Masque replied, bowing politely to the Maggia patriarch before turning to leave the room.

As he heard the door shut behind Madame Masque, Nefaria allowed himself a deep breath. He wasn't out of the fire yet. But positive news was welcome news.

* * *

After Madame Masque left her father's study, she stopped to consider the roster of individuals in front of her: André Gerard, aka Cyclone; Ebenezer Laughton, aka the Scarecrow; Mark Scarlotti, aka Whiplash.

"Well," Whiplash asked, his arms crossed as he leaned on the nearby desk. "What'd the big guy say?"

Madame Masque smiled at the three mean in front of them. "It's showtime, gentlemen."

* * *

"I wish we didn't have to stay in this hotel room all the time," Melissa pouted, bouncing slightly on one of the two twin-sized beds in the room. "It's boring."

"Believe you me, I know," Mockingbird agreed. She was out of costume now, dressed in comfortable business casual wear. "But I sent Clint down to pick up some more board games and whatnot. We don't have to be stuck watching television all day long."

"Yeah," Melissa nodded. "The only thing good on anymore anyway is that one cartoon about the teenage superspy and her supervillain archenemy. You'd think there was something going on between those two, the way they fight all of the time."

"You know?" Mockingbird's eyes lit up rather playfully. "That teenage superspy kinda reminds me of Natasha. Maybe she and Viper..."

"Me and Viper what?" came Black Widow's voice from the hotel room doorway. She was walking in with a stack of polystyrene foam containers.

"Nothing!" both Melissa and Mockingbird both chimes sweetly. And then they both broke down into fits of hysterical giggling.

Black Widow simply stood there for a moment, one eyebrow arched, before finally shaking her head and setting the foam containers down on the opposite bed. "Well, food is served. It's not Café d'Excellence, but it's a good, warm, solid meal."

"Are they hamburgers?" Melissa asked excitedly. "I never get to eat those very often."

"As a matter of fact," Black Widow smiled, handing one of the foam containers to the excited tween. "These are from one of New York's most notorious grease spoons. You'll not find a better tasting source of trans fat anywhere on the planet."

"Yay!" Melissa squealed as she took the container.

As the three of them ate, Melissa nodded thoughtfully and then looked at Black Widow and Mockingbird.

"I just thought of something," the young girl admitted.

"What's that, hun," Mockingbird asked before she realized she'd used that term of endearment.

"You're on shift now, right, Bobbi?" Melissa asked before turning to Black Widow. "Then it's you, right, Tasha?"

"That's right," Black Widow nodded, trying to sound professional despite having a mouthful of bacon, lettuce, and tomato.

"Then it's Daisy, then Clint," Mockingbird added, wiping the meatball sandwich sauce off of her chin with a napkin.

Melissa took another bite from her hamburger, apparently deep in thought. Finally, she swallowed and looked up to the two women.

"Does that mean that until Daisy relieves you for her shift, she and Clint are sharing that room next door to us? Ya know, to sleep and stuff?"

"That's right, they...," Black Widow began. She suddenly froze in mid-chew.

Mockingbird had done the same, looking over at Black Widow. "Um, we need to talk to Daisy about the shift schedule."

"Yeah, we do!" Black Widow agreed, her eyes wide with realization.

Melissa quickly stuffed another bite of hamburger into her mouth to hide the smug look of impish satisfaction that threatened to take over her face.

* * *

Hawkeye, in civilian identity, exited the game store, counting the contents of the very large bag he was carrying.

"Sugar 'N' Spice Land, Snakes and Ladders, Plot Four, Hulk Trap," Hawkeye noted to himself as we walked along, "and enough different card games to keep the little munchkin occupied until we make it to court. Good thing Daisy gave me the money to..."

Then, suddenly, an ominous feeling warned Hawkeye to stop. Something out of the corner of his eyes, maybe? Whatever it was, it sent shivers down his spine. He didn't like having shivers down his spine.

Out of a nearby alleyway, Whiplash strode out into view, his eyes locking onto those of the hero. He cracked first one of his cyberwhips, then another, in an obvious attempt to intimidate Hawkeye.

Hawkeye didn't feel particularly intimidated.

"I don't suppose you're here for a game of Snakes and Ladders, huh?" Hawkeye quipped.

"You've got information I need," Whiplash growled, cracking one of his cybernetic whips again for emphasis. "And you're without your bow. I imagine you can do the math on that one."

Hawkeye gently set down the bag full of board games and cracked his knuckles. "Please. As if I need my bow to take down a two-bit thug like you."

Whiplash grinned wickedly and ran full-tilt at Hawkeye, both whips flailing. Hawkeye nimbly flipped up, using Whiplash's shoulders as a springboard to push himself up and over the villain as he rushed past underneath the hero. Hawkeye landed nimbly on the ground, facing the villain, as Whiplash turned and looked at the hero.

"Did I forget to mention I'm not alone?" Whiplash said.

As if on cue, a miniature tornado slammed into Hawkeye from out of the alleyway, sending the hero flying across the street into the window display of the department store located there. Cyclone stepped out of the alleyway and grinned wickedly.

Hawkeye stood up shakily and smiled at the two villains, apparently oblivious to the fact that he had lady's swimwear draped over his shoulders and on his head. "Is that all you got, chumps? I've gotten a better fight out of Mandrill while he was blindfolded."

Hawkeye got his answer in the form of a tornado blast sending him hurtling further into the department store.

"This one has no powers _and_ he's without his precious bow," Whiplash gloated as he stepped up to Cyclone. "Let's go in and shake him up a bit. He'll tell us where the girl is, there's no doubt."

The two villains stepped through the throngs of people fleeing the department store and leapt through the decimated window display. Looking corner, they saw someone who looked like Hawkeye duck around a corner.

"There he is!" Cyclone said, pointing at the corner.

"After him!" Whiplash agreed, running after the hero.

As the two rushed around the corner, they saw the figure running further into the store. Cyclone blasted a miniature tornado at the figure, demolishing several aisles of merchandise in the process.

"Come on," Whiplash said, tugging on Cyclone's arm as he saw the figure run further into the store.

The two villains ran further after the figure, then stopped, looking around. A stray basketball bounced lazily past the villains after it slipped from a nearby destroyed display shelf.

"Where'd he go?" Cyclone asked.

"I don't know," Whiplash replied honestly.

"Hey, boys," came Hawkeye's voice from above and to the right.

The two villains spun to look up at Hawkeye. Their eyes went wide at what they saw.

"Guess what?" Hawkeye smiled as he pulled back the two arrows on the compound bow in his hands. "This store's got a sporting goods section."

Cyclone tried to react by blasting Hawkeye. But as the villain brought his wrist blasters to bear, he was greeted by an arrow in each blaster. The attacks went off anyway. Blocked by the arrows, the tornado blasts instead backfired in Cyclone's face, hurtling him backwards into a nearby men's wear display.

"You're going to pay for that, Hawkeye," Whiplash growled, extending his cyberwhips and lashing them against the ground.

"Do you take paper?" Hawkeye grinned as he leapt from one display shelf to the next to avoid Whiplash's attacks. "My plastic is kinda maxed out at the moment."

Hawkeye fired two more arrows at Whiplash, which were deftly deflected by the villain's cyberwhips. Hawkeye then dove into a nearby aisle.

"You can't run forever, little man," Whiplash growled. He stepped towards the aisle, keeping his eyes wary.

"You know what else a sporting goods section is good for?" Hawkeye's voice asked from a nebulous direction.

Whiplash stopped and glanced around carefully. "Okay, I'll bite, hero. What else is a sporting goods section good for?"

As Whiplash glanced around, Hawkeye stepped into view at the end of the aisle next to which Whiplash was standing. He had the compound bow nocked and ready to fire another arrow.

"Oh, no, you don't, circus acrobat," Whiplash growled. "I'm faster than you and I've got a longer reach."

With that, Whiplash charged at Hawkeye, his twin cybernetic whips blazing with energy. Hawkeye squinted and let the arrow fly. As the arrow flew forth, Whiplash dodged sideways without losing forward momentum, easily dodging the arrow. But after the villain took two more steps, he found himself hurtling upward and smacking his head into the ceiling.

Hawkeye grinned as Whiplash came back down, dangling in the net that now held him.

"It's good for fishing supplies," Hawkeye answered his own question wryly.

"Gloat all you want, hero!" Whiplash yelled. "It will take mere seconds for my cybernetic whips to cut through this net and... -*"

With a satisfying and resounding thud sound, Hawkeye's fist cococked Whiplash across the skull and rendered the villain unconscious.

"Did Mommy never tell you that telegraphing your tactics gives your opponent time to counter them," Hawkeye deadpanned.

Hawkeye paused to take a deep breath before looking around and assessing the collateral damage. "Great. Tony's not going to be happy with me on this one. Then again, when is he ever?"

Slowly, customers and employees began to creep out of their hiding places and then cheering when they saw that the two villains were down and the Avenger was left standing.

"No need for applause," Hawkeye said, waving to the civilians. "I'm simply doing my job as an Avenger. In fact I was wondering if I could talk to the general manager about damage control and buying this bow. This one kinda feels good in my hands."

* * *

In short order, Hawkeye was leaving the store with his new bow on his shoulder, a quiver of arrows on his hip, and a smile on his face. His delight was further enforced when a little boy, maybe three years of age, walked up to the hero with his mother in tow and a large bag in his hand.

"Mr. Hawkeye," the boy said, holding up the bag. "Mommy said you dropped this on the ground before you took on the bad guys."

Hawkeye smiled. "I did. Thank you so much for guarding my toys for me."

"That's what heroes are for, right?" the boy beamed proudly, standing tall before Hawkeye.

"That is most certainly is," Hawkeye grinned, ruffling the boy's hair. "You'll grow up to be fine hero, in fact. Just keep minding your parents, get a good education, and practice every day. Someday, you'll be able to beat the likes of Cyclone and Whiplash, too."

The boy's eyes literally seemed to sparkle as Hawkeye spoke those words.

"You certainly have a way with children," the mother noted.

Hawkeye noticed that the woman was rather attractive for a middle-income stay-at-home mother type. "You know, children aren't the only ones I have a way with."

The mother blushed and smiled shyly. "Oh, are you flirting with me, Hawkeye?"

"I'm afraid he is," came a feminine voice from nearby.

Hawkeye and the mother spun around to see Madame Masque and a legion of Maggia goons surrounding them. Madame Masque stepped forward.

"And his doing so has unfortunately put you in a position of being held hostage while I ask him a few simple questions," Madame Masque added.

Several Maggia goons stepped around the mother and the son and held guns to their heads.

Hawkeye glanced around, taking in every detail of his situation. His bow was still on his shoulder. A bag of board games was in his hand. Not even someone of his agility could drop the bag, draw the bow, nock an arrow, and fire before the goons could fire their guns.

"Nuts," Hawkeye breathed sardonically.

* * *

"Where is Clint?" Melissa asked, looking at the ceiling of the hotel room while laying on one of the two twin beds.

Black Widow and Mockingbird sat nearby, considering the young girl sympathetically.

"It's not like Clint to take this long for what we sent him out to do," Black Widow pointed out. "I'm starting to get worried."

"He would have reported in if something had gone wrong," Mockingbird countered. "I'm sure that he's fine."

"Are you so sure of that, Bobbi," Black Widow asked, pointing a knowing finger at Mockingbird. "We've both been partners with Clint before. And we both know how much of a showoff he is. If he got into a fight..."

"Then he'd try to handle it himself," Mockingbird agreed. "Fine. I'll go out and see if I can find Clint."

As Mockingbird stood up, Black Widow snagged the blonde by the wrist.

"I don't think so, little girl," Black Widow hissed. "Not only are you the one on shift to stand guard over Melissa, you're also _not_ the one who was partners with Clint for years. I know his tactics and his way of thinking like the back of my hand. I'll go after him."

"Well, I may not have been his partner for as long as you were," Mockingbird growled back. "But at least I didn't betray him and have him expelled from S.H.I.E.L.D. and have him imprisoned without so much as a warning as to what you were really doing. That made both Clint and I pretty mad."

Black Widow's eyes narrowed on that. "I was under direct orders from Fury when I did that."

"Yeah," Mockingbird agreed. "And then we all wonder why Clint likes it so much better with the Avengers than with us. It's because you're willing to kiss up to Fury more than you are willing to build trust in your friendship with Clint."

Black Widow stood up and shifted her shoulders with an audible popping sound. "And despite all of my kissing up, Fury _still_ trusts you more than he trusts me."

Mockingbird bared her teeth on that one. "That's because I'm not an ex-Communist spy who turned traitor on her own country and has proven capable of turning traitor on the man who loved her. What's stopping you from turning traitor on Fury?"

"The fact that I believe in what he is doing," Black Widow breathed menacingly.

"And you didn't believe in what Clint was doing?" Mockingbird gasped in mock horror.

"Why you little...," Black Widow hissed, bringing her fist back to strike at Mockingbird.

"Ahem!" came the sound of the clearing of a throat from the doorway of the hotel room. "Ladies?"

Both Black Widow and Mockingbird turned to see Quake standing in the doorway.

"As amusing as your banter is, ladies," Quake said evenly, "while you two were arguing over who would go and rescue Romeo, our charge has escaped."

Both Black Widow and Mockingbird blinked, turned around, and discovered to their horror that Quake was right. Melissa Gold had popped open the window and fled via the fire escape.

"Blast," Mockingbird breathed, both her ego and her shoulders deflating. "That was so amateur of us."

"Yeah, it was," Black Widow agreed, her belligerence equally dispelled.

"Let's move, ladies," Quake said, stepping past the two heroes and towards the window. "We track down Melissa then we go rescue Clint."

"Right," both Black Widow and Mockingbird stated, following Quake out of the window.

* * *

Hawkeye glanced around, considering each of the Maggia goons surrounding him and the two hostages. Each of the goons were dressed impeccably in Italian suits and holding Tommy guns. The two holding the hostages looked particularly vicious.

"I suppose its too late to talk this over like civilized human beings," Hawkeye offered by way of a guess, holding his hands up.

"No, it is not," Madame Masque purred. "All you have to do is tell me where you are hiding Melissa Gold and we will leave you and your friends alone."

Hawkeye thought about it for several moments, glancing from side to side.

"We won't ever tell you where Melissa is!" the boy suddenly yelled.

That caught Madame Masque (and Hawkeye) completely off guard. "What?" Madame Masque asked queerly.

"We're heroes!" the boy yelled at the villainess. "We don't give in to the likes of you!"

"Billy!" the mother hissed. "They can kill us! Please!"

"I would recommend listening to your mother, young man," Madame Masque added, shaking her head mirthfully. "Little children who don't mind their parents tend to get into a lot of trouble."

"Whoever this Melissa Gold is," Billy continued, unperturbed, "she's obviously powerful enough to really hurt you. Or else you wouldn't be so scared as to hold a little boy and his mother hostage for her."

"Billy!" the mother gasped.

"Quite a smart mouth for a toddler," Madame Masque sighed. "Kids say the darnedest things, I'm afraid. Hawkeye, do you have anything to add?"

"Yeah," Hawkeye replied somberly. "I'll talk. We have her on the sixth floor at a hotel room on Hollywood and Vine. We have six S.H.I.E.L.D. agents hand-picked by Maria Hill herself standing guard over her. Just... just let the boy and his mother go."

The mother sighed in relief as the boy considered Hawkeye with wide eyes.

"I thought heroes never gave up, Mr. Hawkeye," the boy asked incredulously as the two goons on him and his mother began to lower their guns.

"I'm not giving up," Hawkeye replied, smiling bravely at Billy. "I'm saving your life. I still have a chance of saving Melissa."

"Don't lower your guns, imbeciles!" Madame Masque screamed. "Hollywood and Vine is in California! We're in New York!"

The two goons started to raise their Tommy guns again. But, before they could, an ear-splitting shriek filled the air. The two goons flew across the sidewalk and smacked painfully into the wall on the other side.

All eyes turned to see who had attacked the goons. There, in a defiant stance that could only be bested by the greatest of the world's heroes, was the tweenage Melissa Gold. Her blue eyes burned with an anger and a passion Hawkeye had never seen before.

"Hawkeye!" Melissa yelled, pulling Hawkeye from his trance. "Now! The hostages are safe!"

Hawkeye did not need any further prompting. With a quickness that tested human limits, his new bow was in his hand, eight arrows nocked at once, and those arrows released. Eight Maggia goons found their suit coats promptly pinned to the walls behind them.

At the exact same moment, Melissa turned and screamed at several Maggia goons who were rushing towards her. All of them flew backwards, tumbling over each other, smacking themselves into cars, power poles, and mailboxes.

"Stop them!" Madame Masque screamed. "Don't let them get away."

Both Hawkeye and Melissa tumbled into a perfect fighting stance next to each other in front of Billy and his mother.

"Why, Mimi," Hawkeye grinned. "You're quite a sight for sore ears. Remind me to not get into a shouting match with you."

"Cybernetic vocal chords," Melissa growled. "I'm not even going to begin all the things my uncle wanted to do to me so that I could be like his daughter over there."

"Really?" Hawkeye asked incredulously. "Whitney's no more superhuman than I am. We both just happen to be really good at ranged weapons."

"Oh, how little you know, Clint Barton," Madame Masque purred. With that, she reached up and touched the side of her mask.

Suddenly, the world around Madame Masque went into slow motion. Goons were sludging past her as if in a pool of muck rather than running past her. Hawkeye's arms, normally so swift as to defy the human eye, were moving into attack position as if Hawkeye were straining against puppet strings. Only Madame Masque herself seemed to be moving normally.

"Remind me to thank Surtur for this gift later," she reminded herself. With that, she whipped out her signature .475 Wildley Magnum pistol and opened fire on the seemingly defenseless Hawkeye.

Madame Masque was caught off guard when Black Widow suddenly leapt between her and Hawkeye and deflected all of Madame Masque's bullets with her metal bracers.

This shocked Madame Masque back to reality, both literally and figuratively, as the time slow effect around her ceased and everyone began moving again.

"That's... that's impossible!" Madame Masque shrieked. "The time slow effect should have affected everyone, including you!"

Black Widow grinned wickedly while patting her metal bracers. "Remind me to thank Odin for this gift later," she quipped before she took aim with the bracers and began firing bolts of energy at the villainess.

"Fancy meeting such a lovely ladie in a dump like this," Hawkeye said as he fired off several more arrows and formed a defensive stance with Black Widow and Melissa. "You come here often?"

"Only to chase down errant children who have gone astray," Black Widow smirked.

"I'm sorry," Melissa said right after she screamed at several more goons, knocking them prone. "I realized that my cousin must have found Clint and I..."

"I wasn't talking about you, sweetie," Black Widow laughed as she fired several more bolts into the crowd of Maggia goons.

"Hey!" Hawkeye snapped, suddenly realizing what Black Widow was saying. "I'll have you know that I did not go looking for these guys."

As Hawkeye spoke, he took aim and fired an arrow straight at Madame Masque. Madame Masque, unaware of the attack, would have been hit in the shoulder by it. However, another figure tumbled in front of the arrow and took it in the forearm instead.

"Oh, snap," Hawkeye breathed.

"Who is that," Melissa asked.

The figure tumbled around like a ragdoll before leaping to attack Hawkeye. Hawkeye attempted to counter the attack, but the man bent himself around the attack in such an unnatural way as to send shivers down Melissa's spine. In fact, Melissa was starting to feel panicked.

"Don't breath," Black Widow warned. "That's Scarecrow. He exudes a pheromone that causes panic attacks in people."

Suddenly, a black and white uniformed woman tumbled into the fray. "Excuse me, boys and girls, while I take out the trash."

With that, Mockingbird extended her bo staff and carried both her and Scarecrow away from Hawkeye, Black Widow, and Melissa.

"Speaking of trash," Hawkeye smirked. "Care to help me clean up the rest of it?"

"It would be my absolute pleasure, Clint," Black Widow purred back.

"Mine, too!" Melissa added.

With that, the three heroes tore into the crowd of Maggia goons around them.

Meanwhile, Madame Masque scrambled behind a nearby car and sat down. She was breathing hard and shaking.

"Just ten more seconds," Madame Masque breathed. "Just ten more seconds and the Mask will have recharged. Then I can use it to take out the heroes while they're distracted. Then..."

Suddenly, a severe pain ripped through Madame Masque's head and she collapsed onto the ground, unmoving.

Quake stepped out of the shadows nearby, one hand extended. "Oh, I'm sorry," Quake sneered. "Did I cause a seismic tremor in your brain severe enough to knock you unconscious?" Quake then stepped over and kicked at Madame Masque's body. "My bad."

"Nice sneak attack, Daisy," Hawkeye said approvingly. "Tasha, Mimi, and I are pretty much done here."

Quake looked around at all of the Maggia goon bodies and smiled. "Good work team. You, too, Bobbi."

"Thanks," Mockingbird replied as she walked up to the other heroes, Scarecrow's limp body over her shoulders. "Let's get these jokers to Riker before..."

"Not so fast," a voice growled from nearby. "We're not all down yet."

The heroes spun around, weapons at the ready, to see Whiplash and Cyclone emerging from the nearby store. Both villains paused to consider the scene in front of them. Hawkeye had his bow nocked and aimed. Black Widow had both of there Widow's Sting bracers primed and aimed. Melissa stood in a defiant stance, clearing her throat. Quake stood straight and tall, turned to one side, with one hand extended towards the villains. Mockingbird was crouched in a battle stance, her bo staff at the ready.

"Um," Cyclone mumbled dejectedly. "My... my cyclone generators are still busted from Hawkeye's arrows."

Whiplash looked at Cyclone, then to the heroes, to Cyclone, and finally to the heroes again. After a few moments, he sighed and raised his hands above his head.

"We surrender."

All five heroes smiled knowingly.

* * *

"You dare lay hands on the great Count Nefaria!" screamed the belligerent man as police officers shoved him down into the squad car. "I am a model citizen with a clean record and many great philanthropic contributions to society! You have not seen the last of me, heroes! You have not seen the last of Count Nefaria!"

With that, the police officer closed the door on the squad car and the car sped off into the distance.

Nearby, Hawkeye, Black Widow, Mockingbird, and Quake stood, keeping vigil over the scene at the base of the apartment building within which Count Nefaria's penthouse suite had been. As the police car sped away, Hawkeye breathed a sigh of relief.

"Looks like little Mimi did indeed have the goods on Count Nefaria," Hawkeye said, smiling. "Enough juicey bits of gossip to let the police have probable cause to investigate his wrongdoings and have him locked up for life. The bit about the cybernetic experimentation on a little girl probably tugged the judge's heart strings, too."

Mockingbird nodded. "I never knew she had that superpower until she used it to save you," the blond woman admitted.

"No one did," Black Widow added. "So now she's being invited to the new Thunderbolts Training Academy to hone her skills. She might even become an agent of S.H.I.E.L.D. someday."

"Or an Avenger," Hawkeye smirked, much to the annoyance of both Mockingbird and Black Widow.

"Well, our work here is done," Quake breathed in relief. "So, Clint, about that lunch?"

"What?" both Black Widow and Mockingbird gasped simultaneously.

"I heard that Daisy had to knock some sense into you two while you were arguing over me," Hawkeye admitted as he stepped up beside Quake. "So I'm rewarding her with lunch and movie, courtesy of my Stark Industries expense account."

"That's no fair!" Mockingbird wailed.

"No doubt!" Black Widow moaned in agreement.

"Tata for now, ladies," Quake smirked as she turned and followed Hawkeye off of the scene and towards his skysled.

As they watched Hawkeye and Quake fly off, Black Widow and Mockingbird turned to each and pointed to each other.

"This is _your_ fault!" they both growled at each other.

* * *

Melissa Gold carefully stepped into the halls of the Thunderbolts Training Academy, looking around in awe. As she walked along, another teen girl strolled up to her. She was probably the same age as Melissa, maybe eleven or twelve, and seemed to be ethnically Japanese.

"Hi, there!" the new girl grinned. "I'm Hallie. Hallie Takahama. You new here, too?"

Melissa paused to consider the new girl. After a few moments, she smiled.

"Melissa Gold," she finally said, extending a hand. "Yeah, I'm new here, too."

"Well, I've only been here a couple of hours and I'm liking this place already," Hallie admitted. "And they have the neatest teachers."

"Really?" Melissa asked, looking at Hallie curiously.

"Oh!" Hallie gasped, turning and pointing. "Here they are now!"

Melissa turned to see two figures approaching her and Hallie. One was a woman of exceptionally attractive build, wearing a gold and orange battle suit. The other was a man of similarly attractive build, wearing a costume patterned after the American flag, with gloves, boots, and a flowing cape. The woman's face was masked by a metallic half-face mask while the man's face was completely covered by a silvery full face mask.

"Greetings, young ladies," the man said soothingly as he approached. "Welcome to the Thunderbolts Training Academy. I am Citizen V and this is my co-headmistress, Meteorite. You must be Melissa Gold and Hallie Takahama."

"We are," Hallie cooed with all of the enthusiasm of a rabid fangirl at a rock concert.

"I would like to personally see to it that you are situated in your dorm rooms and are ready for class," Citizen V explained. "This is a very exclusive academy, after all, and we want only the best for our students."

"That would be very much appreciated, Mister... um...," Melissa began to stammer.

"Simply Citizen V will do, Miss Gold," Citizen V replied warmly. "I hope in time you will come to see me as your teammate rather than your headmaster. We are all family here, isn't that right, Meteorite?"

Meteorite paused a moment, looking at Citizen V, before nodding briskly. "Of course we are, Citizen V."

"Then, come," Citizen V said, ushering the girls towards a hallway. "Let's get you both situated, then."

Meteorite stood back for several moments as Citizen V ushered the girls away. Her gaze turned cold as she narrowed her eyes at the trio. Finally, she sighed, shook her head, and followed Citizen V down the hallway.

_**[[THE END]]**_


End file.
